GENERAL  MORTGAGE 


LEHIGH  AND  NEW  ENGLAND  RAILROAD  COMPANY 

TO 

GUARANTEE  TRUST  AND  SAFE  DEPOSIT  COMPANY, 

Trustee. 

THE  LIBRARY 

wm 

UNIVERSITY  OF  ILUMCiS 

$15,000,000  General  Mortgage  Gold  Bonds. 


DATED  JULY  I,  1914, 
PRINCIPAL  DUE  JULY  I,  1954. 


Press  of  Allen,  Lane  & Scott,  Philadelphia. 


385,4- 

L 7 1 >n 


H 

<s> 

0/ 

i! 


(P 

V 

c2 

B 

DO 

c J 
c 
£ 
(0 

i 

o 

d 


THIS  INDENTURE,  made  the  First  day  of  July, 
A.  D.  1914,  between  Lehigh  and  New  England  Rail- 
road Company,  a corporation  organized  and  existing  under 
the  laws  of  the  States  of  Pennsylvania  and  New  Jersey, 
(hereinafter  called  Railroad  Company),  party  of  the  first 
part,  and  Guarantee  Trust  and  Safe  Deposit  Company, 
a corporation  created  and  existing  under  the  laws  of  the 
State  of  Pennsylvania,  as  Trustee  (hereinafter  called  Trus- 
tee), party  of  the  second  part. 

Whereas,  Railroad  Company  is  duly  authorized  to  con- 
struct, own,  maintain  and  operate  lines  of  steam  railroad  in 
the  States  of  Pennsylvania  and  New  Jersey,  and  does  own, 
maintain  and  operate  such  lines  of  steam  railroad  in  said 
States;  and 

Whereas,  Railroad  Company  has  power  to  own  the 
stocks,  bonds  and  securities  of  railroad  and  other  corpora- 
tions; and 

Whereas,  Railroad  Company  has  power  to  borrow 
money  and  secure  the  payment  thereof  by  mortgage  upon 
its  property,  real  and  personal,  stocks,  bonds  and  other  se- 
curities and  its  franchises,  rights  and  privileges. 

Whereas,  stockholders  of  Railroad  Company,  at  a meet- 
ing duly  called  and  held  on  the  28th  day  of  January,  1914, 
authorized  the  increase  of  the  indebtedness  of  Railroad 
Company  to  Fifteen  million  dollars  ($15,000,000),  and  the 
issue  of  its  bonds  of  One  thousand  dollars  ($1,000)  each 
to  the  amount  of  Fifteen  million  dollars  ($15,000,000) 
dated  the  first  day  of  July,  1914,  and  payable  the  first  day 
of  July,  1954,  bearing  interest  at  a rate  not  exceeding  five 
per  centum  (5%)  per  annum  from  the  first  day  of  July, 
1914,  said  bonds  to  be  subject  to  redemption  at  the  option 


564(58 


1 


2 

of  Railroad  Company  at  any  interest  period  before  matur- 
ity at  not  exceeding  one  hundred  and  five  per  centum 
(105%)  of  the  par  value  thereof  and  accrued  interest,  and 
to  be  in  such  form  as  the  Board  of  Directors  of  Railroad 
Company  shall  determine. 

Whereas,  stockholders  of  Railroad  Company  at  said 
meeting,  for  the  purpose  of  securing  the  payment  of  said 
bonds,  authorized  the  execution  and  delivery  by  Railroad 
Company  to  Guarantee  Trust  and  Safe  Deposit  Company, 
as  Trustee,  of  a mortgage  bearing  even  date  with  said 
bonds,  in  such  form  and  in  such  terms  as  the  Board  of  Di- 
rectors of  Railroad  Company  should  determine,  upon  all  its 
property,  real,  personal  and  mixed  and  all  improvements 
and  betterments  thereto,  its  certain  shares  of  stock  and 
bonds,  and  its  rights,  privileges  and  franchises,  owned  or 
thereafter  acquired,  purchased  or  made. 

Whereas,  Board  of  Directors  of  Railroad  Company  at 
a meeting  thereof  duly  called  and  held  on  the  17th  day  of 
June,  1914,  did  in  pursuance  of  the  authority  conferred 
by  the  stockholders,  authorize  and  empower  the  President 
or  any  Vice-President  and  the  Secretary  or  any  Assistant 
Secretary  of  Railroad  Company  to  execute,  issue  and  de- 
liver from  time  to  time  when  and  as  directed  by  said 
Board  of  Directors  under  the  terms  of  this  Indenture,  in 
the  name  of  Railroad  Company  and  under  its  corporate 
seal,  in  such  series  and  under  such  serial  letters  and  num- 
bers as  said  Board  of  Directors  may  from  time  to  time 
determine,  Fifteen  thousand  (15,000)  coupon  bonds,  to  be 
known  as  General  Mortgage  Gold  Bonds,  in  the  sum  of 
one  thousand  dollars  ($1,000)  each,  to  the  aggregate 
amount  of  Fifteen  million  dollars  ($15,000,000),  dated  the 
first  day  of  July,  1914,  and  payable  the  first  day  of  July, 
1954,  with  interest  at  such  rate,  not  exceeding  five  per 
centum  (5%)  per  annum  as  said  Board  of  Directors 
shall  fix  and  determine  from  time  fi>  time,  when  the 
same  shall  be  issued,  payable  semi-annually  on  the  first 
day  of  January  and  of  July,  both  principal  and  interest  to 


3 


be  payable  in  gold  coin  of  the  United  States  of  America 
of  or  equivalent  to  the  present  standard  of  weight  and  fine- 
ness, without  deduction  for  or  on  account  of  any  tax  or 
taxes,  except  succession  or  inheritance  taxes,  which  Railroad 
Company  or  Trustee  may  be  required  to  pay  thereon  or  re- 
tain therefrom  under  any  present  or  future  laws  of  the 
United  States  or  of  the  State  of  Pennsylvania  or  New  Jer- 
sey or  any  municipality  thereof,  so  far  as  Railroad  Com- 
pany may  lawfully  do  so,  the  coupons  for  said  interest 
attached  to  said  bonds  to  bear  the  facsimile  signature  of 
the  present  or  any  future  Treasurer  of  Railroad  Company; 
said  bonds  to  be  subject  to  redemption  at  the  option  of 
Railroad  Company  at  any  interest  period  at  such  per  centum 
of  the  par  value  thereof,  not  exceeding  one  hundred  and 
five  per  centum  (105%)  as  the  Board  of  Directors  shall 
fix  and  determine  from  time  to  time  when  and  as  the  same 
shall  be  issued,  together  with  the  accrued  interest  thereon, 
and  to  be  in  substantially  the  following  form,  subject  to 
variation  as  to  rate  of  interest  and  redemption  price  and 
distinguishing  letters  and  numbers  to  differentiate  the  sev- 
eral series,  to  wit : 

United  States  of  America 
States  of  Pennsylvania  and  Nezv  Jersey 

LEHIGH  AND  NEW  ENGLAND  RAILROAD 
COMPANY 

General  Mortgage  Gold  Bond 
Total  authorized  issue  $15,000,000. 

No.  Series  $1,000. 

The  Lehigh  and  New  England  Railroad  Company,  a cor- 
poration created  and  existing  under  the  laws  of  the  States 
of  Pennsylvania  and  New  Jersey,  hereinafter  called  Rail- 
road Company,  for  value  received  promises  to  pay  on  the 
first  day  of  July,  1954,  at  its  office  in  the  City  of  Phila- 
delphia, Pennsylvania,  to  bearer  or,  if  registered,  to  the  reg- 
istered holder  of  this  bond,  One  thousand  dollars  ($1,000) 


4 


in  gold  coin  of  the  United  States  of  America  of  or  equiva- 
lent to  the  present  standard  of  weight  and  fineness  with 
interest  thereon  from  the  first  day  of  July,  1914,  at  the 
rate  of  per  centum  ( %)  per  annum, 

payable  at  said  office  in  like  gold  coin,  semi-annually  on  the 
first  day  of  January  and  of  July,  in  each  year,  upon  presenta- 
tion and  surrender  of  the  coupons  hereto  attached,  as  they 
severally  mature,  without  deduction  from  either  the  princi- 
pal or  interest  for  or  on  account  of  any  tax  or  taxes,  except 
succession  or  inheritance  taxes,  which  Railroad  Company 
or  Trustee  may  be  required  to  pay  thereon  or  retain  there- 
from under  any  present  or  future  laws  of  the  United  States 
or  of  the  State  of  Pennsylvania  or  New  Jersey  or  any 
municipality  thereof,  Railroad  Company  hereby  agreeing 
to  pay  any  such  tax  or  taxes  so  far  as  it  may  lawfully  do 
so,  except  as  above  provided. 

This  bond  is  one  of  an  authorized  issue  of  bonds,  all  of 
like  tenor  and  date,  (except  as  to  serial  letters  and  num- 
bers, rate  of  interest  and  redemption  price),  of  the  de- 
nomination of  One  thousand  dollars  ($1,000)  each,  issued 
and  to  be  issued  to  an  amount  not  exceeding  in  the  aggre- 
gate the  sum  of  Fifteen  million  dollars  ($15,000,000)  the 
payment  of  the  principal  and  interest  whereof  is  secured 
by  and  made  subject  to  all  the  conditions  and  stipulations 
contained  in  a certain  Indenture  dated  the  First  day  of 
July,  1914,  between  Railroad  Company  and  Guarantee 
Trust  and  Safe  Deposit  Company,  as  Trustee,  to  which 
reference  is  hereby  made  for  a description  of  the  property 
and  securities  mortgaged  and  pledged  and  the  rights  of 
the  holders  of  said  bonds. 

If  default  shall  be  made  in  the  payment  of  the  interest 
on  this  bond  when  the  same  shall  become  due  and  payable, 
or  in  the  performance  of  any  of  the  covenants  and  agree- 
ments set  out  in  said  Indenture,  then  the  principal  of  this 
bond  may  become  due  and  payable  on  the  conditions  and  in 
the  manner  and  at  the  times  provided  in  said  Indenture  not- 
withstanding anything  to  the  contrary  herein  contained. 
But  no  right  of  action  to  recover  upon  this  bond  at  maturity. 


or  prior  thereto  upon  its  becoming  due  by  reason  of  any  de- 
fault, or  to  recover  upon  any  of  the  interest  coupons  hereto 
attached,  shall  exist  in  or  be  available  to  any  bondholder 
or  coupon  holder  until  refusal  or  failure  by  the  Trustee  to 
act,  as  in  said  Indenture  provided;  all  remedies  for  en- 
forcement of  rights  of  holders  of  bonds  and  coupons  being 
primarily  exercisable  exclusively  by  the  Trustee. 

This  bond  is  subject  to  redemption  at  the  option  of  Rail- 
road Company  at  any  interest  period  before  maturity  at 
per  centum  ( %)  of  the  par  value 

thereof  and  accrued  interest,  in  the  manner  provided  in  said 
Indenture. 

This  bond  may  be  registered  on  the  books  of  Railroad 
Company  in  the  City  of  Philadelphia,  and  if  so  registered 
it  will  thereafter  be  transferable  only  upon  the  books  of 
the  said  company  by  the  owner  in  person,  or  by  attorney, 
duly  authorized,  unless  the  last  preceding  transfer  shall 
have  been  to  bearer;  and  shall  continue  to  be  suscepti- 
ble of  successive  registrations  and  transfers  to  bearer  at  the 
option  of  the  holder,  but  such  registration  shall  not  affect 
the  negotiability  of  the  coupons  attached  hereto,  which 
shall  continue  transferable  by  delivery  merely. 

No  recourse  shall  be  had  for  the  payment  of  the  princi- 
pal or  interest  of  this  bond  against  any  incorporator  or 
any  past,  present  or  future  stockholder,  director  or  officer 
of  Railroad  Company,  by  virtue  of  any  statute  or  by  the 
enforcement  of  any  assessment  or  otherwise  howsoever. 

This  bond  shall  not  become  obligatory  until  it  shall  have 
been  authenticated  by  the  certificate  of  the  said  Trustee, 
or  its  successor  in  the  trust,  endorsed  hereon. 


In  Witness  Whereof , the  Lehigh  and  New  England  Rail- 
road Company  has  caused  this  Bond  to  be  signed  by 
its  President  or  one  of  its  Vice-Presidents  and  its  corpo- 
rate seal  to  be  hereto  affixed  attested  by  its  Secretary  or 
one  of  its  Assistant  Secretaries  and  has  also  caused  the 
coupons  hereto  annexed  to  be  engraved  with  the  fac- 


6 


simile  signature  of  its  Treasurer  this  First  day  of  July, 
1914. 


Lehigh  and  New  England  Railroad 
Company, 


By 


President. 


Attest : 


Secretary. 


(Form  of  Coupon.) 

The  Lehigh  and  New  England  Railroad  Company  will 
pay  to  the  bearer  on  the  first  day  of  ,19  , 

at  its  office  in  the  City  of  Philadelphia,  Pennsylvania, 

dollars  ($  ) 

in  United  States  gold  coin,  being  six  months  interest  then 
due  on  its  General  Mortgage  Gold  Bond,  Series  , 

No.  , unless  said  Bond  shall  have  been  called  for  re- 
demption prior  thereto. 

Treasurer. 

(Trustee's  Certificate.) 

This  bond  is  one  of  the  bonds  referred  to  in  the  within 
mentioned  Indenture. 

Guarantee  Trust  and  Safe  Deposit 
Company,  Trustee, 

By 


Vice-President. 


7 


(Registry.) 

(Notice. — No  writing  below  except  by  an  officer  of  the 
Company.) 


Date  of  Registry. 

In  Whose  Name  Registered. 

Transfer  Agent. 

Whereas,  Board  of  Directors  of  Railroad  Company  at 
said  meeting  authorized  the  issue  and  certification  of  Four 
million  dollars  ($4,000,000)  par  value  of  said  bonds,  to 
be  known  as  Series  “A”  and  numbered  from  Ai  to 
A4000,  both  numbers  inclusive,  to  bear  interest  at  the 
rate  of  Five  per  centum  (5%)  per  annum,  and  to  be  re- 
deemable at  One  hundred  and  five  per  centum  (105%) 
of  their  par  value,  and  accrued  interest,  upon  the  execution 
and  delivery  of  this  Mortgage;  said  bonds  or  the  proceeds 
thereof  to  be  used  only  for  the  following  purposes,  to  wit: 

1.  For  the  payment,  cancellation  and  retirement  on  or 
before  January  1st,  1915,  of — 

(a.)  Three  hundred  thousand  dollars  ($300,000)  First 
Mortgage  5%  bonds  of  the  Northampton  Railroad  Com- 
pany (now  merged  and  consolidated  with  Railroad  Com- 
pany), dated  January  1,  1902,  and  secured  by  a mortgage 
of  said  company  bearing  even  date  therewith,  to  the  Fi- 
delity Trust  Company,  Trustee.  Said  bonds  being  guar- 
anteed both  as  to  principal  and  interest  by  Railroad  Com- 
pany. 

( b .)  One  million  three  hundred  and  eighty  thousand 
dollars  ($1,380,000)  Consolidated  Mortgage  5%  bonds  of 
Railroad  Company,  dated  October  1st,  1903,  secured  by 
a mortgage,  dated  September  24th,  1903,  to  the  City 
Trust,  Safe  Deposit  and  Surety  Company,  of  Philadel- 
phia, Trustee,  and  whereof  The  Provident  Life  and  Trust 


8 


Company  of  Philadelphia  has  been  appointed  substituted 
Trustee. 

(c.)  Six  hundred  and  fifty  thousand  dollars  ($650,- 
000)  General  Mortgage  5%  bonds  of  the  Lehigh  and  Dela- 
ware Railroad  Company  (now  merged  and  consolidated 
with  Railroad  Company)  dated  July  8th,  1904,  secured 
by  a mortgage  bearing  even  date  therewith,  to  The  Provi- 
dent Life  and  Trust  Company ; of  Philadelphia,  Trustee. 

2.  For  the  payment  and  liquidation  of  the  floating 
indebtedness  of  the  company;  the  construction  of  addi- 
tional shops  and  yard  facilities ; the  extension  of  the  lines 
of  Railroad  Company  by  the  purchase  of  connecting  lines 
or  otherwise  and  providing  additional  working  capital. 

And  said  Board  of  Directors  at  said  meeting  further 
determined  that  the  balance  of  said  bonds  should  be  is- 
sued from  time  to  time  for  the  payment,  cancellation  and 
retirement  of  One  million  dollars  ($1,000,000)  First  Mort- 
gage  5%  Bonds  of  Railroad  Company,  dated  July  10, 
1895,  secured  by  a mortgage  bearing  even  date  therewith 
to  The  Fidelity  Insurance,  Trust  and  Safe  Deposit  Com- 
pany, (now  Fidelity  Trust  Company),  Trustee;  and  for 
other  corporate  purposes,  as  hereinafter  set  forth. 

Whereas,  Board  of  Directors  of  Railroad  Company  did 
at  said  meeting  adopt  and  approve  the  form  of  this  In- 
denture of  Mortgage  and  duly  authorized  the  President 
or  any  Vice-President  and  the  Secretary  or  any  Assistant 
Secretary  to  execute  same  in  the  name  of  Railroad  Com- 
pany and  under  its  corporate  seal  and  thereupon  deliver 
to  Guarantee  Trust  and  Safe  Deposit  Company,  Trustee. 

Whereas,  all  things  necessary  to  make  said  bonds,  when 
certified  by  Trustee  and  issued,  the  valid,  binding,  legal  and 
negotiable  obligations  of  Railroad  Company,  and  these  pre- 
sents a valid  Mortgage  to  secure  the  payment  of  said  bonds, 
have  been  done  and  performed  and  the  creation  and  issue  of 
said  bonds  and  the  execution  and  delivery  of  said  mortgage 
have  been  in  all  respects  duly  authorized. 


9 


Now , Therefore f this  Indenture  Witnesseth:  That  Rail- 
road Company,  for  and  in  consideration  of  the  premises 
and  the  sum  of  One  dollar  ($i)  to  it  in  hand  paid  by  Trus- 
tee, the  receipt  whereof  is  hereby  acknowledged,  and 
for  the  purpose  of  securing  the  due  and  punctual  payment 
of  the  bonds  aforesaid,  issued  and  to  be  issued,  as  herein 
provided,  and  of  the  interest  thereon,  has  granted,  bar- 
gained, sold,  aliened,  released,  conveyed,  assigned,  trans- 
ferred and  set  over  and  by  these  presents  does  grant,  bar- 
gain, sell,  alien,  release,  convey,  assign,  transfer  and  set 
over  unto  Trustee  and  to  its  successor  or  successors  in 
the  trusts  hereby  created  and  to  its  and  their  assigns,  all 
and  singular  the  lines  of  railroad  now  owned  or  hereafter 
acquired  by  Railroad  Company  and  particularly  all  and 
singular  the  lines  of  railroad  extending  as  follows,  to  wit : 
(a.)  From  a point  in  the  borough  of  Slatington  in  the 
County  of  Lehigh,  State  of  Pennsylvania,  thence  through 
the  Counties  of  Lehigh  and  Northampton,  in  said  State,  to 
a point  of  connection  with  the  New  York,  Susquehanna  and 
Western  Railroad,  known  as  Hainesburg  Junction,  at  or 
near  the  village  of  Hainesburg,  in  the  County  of  Warren, 
State  of  New  Jersey;  beginning  again  at  a point  of  connec- 
tion with  the  said  New  York,  Susquehanna  and  Western 
Railroad,  known  as  S warts  wood  Junction,  in  the  County  of 
Sussex,  State  of  New  Jersey,  and  thence  through  said 
County  to  a point  on  the  State  line  between  New  Jersey  and 
New  York  at  or  near  the  village  of  Liberty  Corners,  in  the 
County  of  Orange,  State  of  New  York. 

( b .)  From  a point  of  connection  with  the  Martin’s 
Creek  Branch  of  the  Belvidere  Delaware  Railroad  (Penn- 
sylvania Railroad)  at  or  near  the  west  bank  of  the  Dela- 
ware River,  in  the  County  of  Northampton,  State  of  Penn- 
sylvania, thence  through  said  County  and  State  to  a point 
one  mile  more  or  less  west  of  the  borough  of  Bath. 

(c.)  From  a point  of  connection  with  the  Lehigh  and 
Susquehanna  Railroad  (Central  Railroad  Company  of  New 
Jersey,  Lessee),  in  West  Bethlehem,  County  of  Lehigh, 
State  of  Pennsylvania,  thence  through  the  Counties  of  Le- 
high and  Northampton  in  said  State  to  a point  of  connec- 


IO 


tion  with  line  (a.)  above  described,  in  the  borough  of  Pen 
Argyl  in  said  County  of  Northampton;  beginning  again  at 
Bangor  Junction,  in  said  County  of  Northampton  on  said 
line  (a.)  above  described,  and  continuing  thence  to  a point 
in  the  borough  of  Bangor  in  said  County. 

( d .)  From  a point  of  connection  with  line  (a.)  above 
described,  at  or  near  Danielsville,  in  the  County  of  North- 
ampton and  State  of  Pennsylvania,  thence  through  the 
Counties  of  Northampton,  Lehigh,  Carbon  and  Schuylkill 
in  said  State  via  Tamaqua  to  Hauto,  in  said  County  of  Car- 
bon, together  with  all  the  railroad  lines  in  the  Counties  of 
Carbon  and  Schuylkill  in  said  State,  heretofore  the  property 
of  the  Panther  Creek  Railroad  Company  and  now  owned 
and  operated  by  Railroad  Company. 

( e .)  From  a point  of  connection  with  line  (c.)  above 
described,  at  or  near  Clyde,  formerly  Snyders  Station,  in 
the  County  of  Northampton  and  State  of  Pennsylvania, 
thence  through  the  Counties  of  Northampton  and  Lehigh, 
in  said  State,  to  a point  of  connection  with  the  Crane  Rail- 
road, at  or  near  Catasauqua  in  Lehigh  County,  aforesaid. 

Also  all  and  singular  the  following  branch  lines  ex- 
tending from  line  (a.)  above  described,  to  wit:  the 
Hower  Branch,  the  Nazareth  Branch,  the  Penn  Bangor 
Branch,  the  Albion  Branch,  the  American  Bangor  Branch, 
the  East  Bangor  Branch,  and  the  branch  lines  to  the  Dela- 
ware, Lackawanna  and  Western  Railroad,  in  the  County  of 
Northampton,  State  of  Pennsylvania,  and  the  Sussex 
Branch  in  the  County  of  Sussex,  State  of  New  Jersey;  and 
all  and  singular  the  following  branch  lines  extending 
from  line  (b.)  above  described,  in  Northampton  County, 
State  of  Pennsylvania,  to  wit: — The  Bath  Portland  Cement 
Branch,  the  Pennsylvania  Cement  Branch,  the  Penn-Al- 
len  Cement  Branch,  the  Dexter  Cement  Branch,  the 
Phoenix  Cement  Branch,  the  Nazareth  Cement  Branch, 
the  Nazareth  Limestone  Branch,  the  Atlantic  Cement 
Branch,  the  Northampton  Cement  Branch,  and  the  Alpha 
Cement  Branch ; and  the  Saylorsburg  Branch,  extend- 
ing from  a point  near  Wind  Gap,  on  line  (c),  above 


II 


described,  to  Saylorsburg,  in  the  County  of  Monroe,  and 
State  of  Pennsylvania;  and  the  Chestnut  Ridge  Branch, 
extending  from  line  ( d ),  above  described,  to  a point  of 
connection  with  the  Chestnut  Ridge  Railroad  at  or  near 
Palmerton  in  the  County  of  Carbon,  and  State  of  Pennsyl- 
vania; and  all  other  lines,  branches,  extensions,  spurs  and 
sidings  of  Railroad  Company,  in  the  Counties  of  Lehigh, 
Northampton,  Carbon,  Schuylkill  and  Monroe,  in  the  State 
of  Pennsylvania,  and  the  Counties  of  Warren  and  Sussex 
in  the  State  of  New  Jersey,  and  elsewhere,  now  owned  or 
hereafter  acquired. 

Together,  with  any  and  all  roadbed,  superstructure, 
rights  of  way,  rails,  tracks,  sidetracks,  bridges,  via- 
ducts, buildings,  depots,  stations,  warehouses,  car-houses, 
engine-houses,  freight-houses,  coal  stations,  machine-shops 
and  other  shops,  turn-tables,  water-stations,  fences,  struc- 
tures, erections  and  fixtures,  and  all  other  things  of  what- 
ever kind  in  any  wise  now  or  hereafter  belonging  or  apper- 
taining to  any  line  of  railroad  or  to  any  branch  or  extension 
at  any  time  subject  to  the  lien  of  this  Indenture,  or  provided 
for  use  thereon,  or  in  connection  therewith ; and  any  and 
all  lands  now  owned  or  hereafter  acquired  for  depots, 
warehouses,  shops  or  other  structures  at  any  terminus  or 
on  and  along  any  such  lines  of  railroad,  or  upon  or  along 
any  such  branch  or  extension ; and  any  and  all  locomotives, 
engines,  cars,  and  other  rolling-stock  equipment,  machinery, 
instruments,  tools,  implements,  materials  and  furniture  now 
owned  or  hereafter  acquired  by  Railroad  Company,  and 
other  chattels  wheresoever  situated,  now  or  hereafter  held, 
acquired  or  provided  for  use  upon  such  lines  of  railroad  or 
branches  or  extensions,  or  upon  any  other  line,  branch,  or 
extension,  or  upon  any  operated  line ; and  any  and  all  leases 
and  trackage  agreements,  under  which  Railroad  Company 
now  operates  or  may  hereafter  operate,  and  any  and  all 
property,  real  or  personal,  of  every  kind  and  description, 
now  owned  or  hereafter  acquired  for  use  upon  or  in  con- 
nection with  or  for  the  purposes  of  any  lines  of  railroad, 
branches,  or  extensions,  now  owned  or  hereafter  acquired 


12 


by  Railroad  Company ; and  any  and  all  corporate  and  other 
rights,  privileges  and  franchises  which  Railroad  Company 
now  has  or  hereafter  shall  acquire,  possess  or  exercise  for 
or  appertaining  to  the  construction,  maintenance,  use  or 
operation  of  such  lines  of  railroad,  branches  or  extensions, 
or  any  part  thereof;  and  any  and  all  rights,  privileges, 
franchises,  properties,  real  or  personal,  rights  and  things 
which  Railroad  Company  may  or  shall  hereafter  possess 
or  become  entitled  to  possess,  for  the  purposes  of  or  in 
connection  with  the  operation  of  such  lines  of  railroad  or 
any  other  lines  of  railroad,  branches,  or  extensions,  now 
owned  or  hereafter  acquired,  and  all  property  of  every 
nature  and  kind  whatsoever,  now  owned  or  hereafter  ac- 
quired by  Railroad  Company. 

And  Together,  with  all  the  streets,  ways,  alleys,  pass- 
ages, waters,  water-courses,  easements,  rights,  liberties, 
privileges,  hereditaments  and  appurtenances  whatsoever, 
unto  the  hereby  mentioned  and  granted  premises,  estates, 
property,  rights,  and  franchises  belonging  and  appertaining 
and  to  belong  and  appertain  thereto,  and  the  reversions  and 
remainders,  rents,  issues  and  profits  thereof,  and  all  the 
estate,  right,  title  and  interest,  property,  claim  and  demand 
of  every  nature  and  kind  whatsoever,  of  Railroad  Company, 
as  well  at  law  as  in  equity,  of,  in  and  to  the  same  and  every 
part  and  parcel  thereof. 

And  also,  all  the  right,  title  and  interest  of  Railroad 
Company  in  and  to  (a)  Twelve  hundred  (1200)  shares  of 
the  capital  stock  of  the  Campbell  Hall  Connecting  Railroad 
Company,  a corporation  organized  under  the  laws  of  the 
State  of  New  York,  being  all  the  shares  of  said  company 
issued  and  outstanding  except  Fifty  (50)  shares,  ( b .) 
Three  hundred  and  seventy-five  (375)  shares  of  the  capital 
stock  of  the  Pochuck  Railroad  Company,  a corporation 
organized  under  the  laws  of  the  State  of  New  York,  being 
all  the  shares  of  said  Company  issued  and  outstanding,  ex- 
cept Twenty-five  (25)  shares,  (c.)  Five  hundred  (500) 
First  Mortgage  Bonds  of  One  thousand  Dollars  ($1000) 


i3 


each  of  said  Campbell  Hall  Connecting  Railroad  Company 
dated  August  ist,  1889,  and  secured  by  a Mortgage  of 
even  date  therewith  to  the  Holland  Trust  Company  of  New 
York,  Trustee,  heretofore  deposited  by  Railroad  Com- 
pany under  the  terms  and  provisions  of  a certain  Inden- 
ture of  Mortgage,  dated  September  24th,  1903,  to  the 
City  Trust,  Safe  Deposit  and  Surety  Company  of  Philadel- 
phia, Trustee,  under  which  mortgage  The  Provident  Life 
and  Trust  Company  of  Philadelphia  has  been  substituted  as 
Trustee.  Upon  the  satisfaction  of  said  mortgage  the 
bonds  and  shares  of  stock  aforesaid  shall  be  assigned  and 
delivered  to  Trustee,  to  be  held  subject  to  the  terms  and 
provisions  of  this  Indenture. 

It  is  the  intention  to  describe  herein  and  to  convey  by 
this  Indenture,  all  estates,  properties  and  franchises  now 
owned,  held  or  possessed  by  Railroad  Company,  or  to  which 
it  is  or  at  any  time  hereafter  may  be  entitled,  and  all  such 
estates,  properties,  and  franchises  are  and  shall  be  by  this 
Indenture  conveyed  to  and  held,  owned  and  enjoyed  by 
Trustee,  its  successors  and  assigns,  as  fully  and  completely 
in  all  respects  and  to  all  intents  as  though  the  same  and 
each  and  every  part,  portion,  parcel  and  item  thereof  were 
in  this  Indenture  and  in  the  particular  description  of  the 
property  contained  in  this  Indenture  specifically  and  particu- 
larly enumerated  and  described  and  no  words  of  particular 
description  of  property  contained  in  this  Indenture  shall 
in  any  wise  limit,  curtail  or  detract  from  or  be  deemed 
held  or  construed  to  limit,  curtail  or  detract  from  the 
effect  of  the  words  of  general  description  of  property  herein 
contained. 

To  Have  and  to  Hold,  all  and  singular  the  estates,  prop- 
erties and  franchises  hereby  granted,  conveyed  and  assigned 
or  intended  so  to  be,  with  the  appurtenances,  rents,  issues, 
income,  profits,  good  will,  rights,  privileges,  immunities, 
benefits,  reversions  and  remainders  now  or  hereafter  be- 
longing or  in  any  wise  appertaining  thereto,  unto  Trustee, 
its  successor  or  successors  in  the  trust  hereby  created,  its 
and  their  assigns  forever. 


H 


Under  and  Subject , however,  with  respect  to  the  estates, 
properties  and  franchises  hereby  granted,  conveyed  and 
assigned  or  mentioned  and  intended  so  to  be,  so  far  as  they 
attach  thereto  or  to  certain  parts  thereof,  to  a certain  In- 
denture of  Mortgage  made  and  executed  by  Railroad  Com- 
pany to  The  Fidelity  Insurance,  Trust  and  Safe  Deposit 
Company,  (now  Fidelity  Trust  Company),  Trustee,  dated 
July  ioth,  1895,  to  secure  the  payment  of  One  million  dol- 
lars ($1,000,000)  of  the  First  Mortgage  5%  bonds  of  Rail- 
road Company,  bearing  even  date  therewith ; and 

Also,  under  and  subject  pending  the  payment,  cancellation 
and  retirement  as  herein  provided,  on  or  before  January 
1st,  1915,  of  the  bonds  secured  by  the  three  following  Inden- 
tures of  Mortgage,  to  wit : — 

(a.)  A certain  Indenture  of  Mortgage  made  and  exe- 
cuted by  the  Northampton  Railroad  Company,  (now  merged 
and  consolidated  with  Railroad  Company)  to  the  Fidelity 
Trust  Company,  Trustee,  dated  January  1st,  1902,  to  se- 
cure the  payment  of  Three  hundred  thousand  Dollars 
($300,000)  First  Mortgage  5%  bonds,  bearing  even  date 
therewith ; 

( b .)  A certain  Indenture  of  Mortgage  made  and  exe- 
cuted by  Railroad  Company  to  the  City  Trust,  Safe  Deposit 
and  Surety  Company,  Trustee;  and  whereof  The  Provident 
Life  and  Trust  Company  of  Philadelphia  has  been  appointed 
substituted  Trustee;  dated  September  24th,  1903,  to  secure 
the  payment  of  Three  million  dollars  ($3,000,000)  ConsolF 
dated  Mortgage  Bonds  of  Railroad  Company,  dated  October 
1st,  1903;  and  of  which  bonds  One  million  seven  hundred 
thousand  dollars  ($1,700,000)  have  been  issued  and  certi- 
fied, One  million  three  hundred  and  eighty  thousand  dollars 
($1,380,000)  thereof  being  held  by  sundry  persons,  firms 
and  corporations,  and  the  remaining  Three  hundred  and 
twenty  thousand  dollars  ($320,000)  by  Railroad  Company; 

(c.)  A certain  Indenture  of  Mortgage  made  and  exe- 
cuted by  the  Lehigh  and  Delaware  Railroad  Company,  (now 
merged  and  consolidated  with  Railroad  Company)  to  The 
Provident  Life  and  Trust  Company  of  Philadelphia,  Trus- 


15 

tee,  dated  July  8th,  1904,  to  secure  the  payment  of  Seven 
hundred  and  fifty  thousand  dollars  ($750,000)  General 
Mortgage  5%  Bonds,  bearing  even  date  therewith;  and  of 
which  Bonds  Six  hundred  and  fifty  thousand  dollars  ($650,- 
000)  are  issued  and  outstanding. 

In  Trust , Nevertheless , under  and  subject  to  the  con- 
ditions and  provisions  hereinafter  set  forth,  and  for  the 
equal  and  proportionate  benefit  and  security  of  the  re- 
spective persons,  firms,  co-partnerships,  associations,  limited 
partnerships  and  corporations  who  may  or  shall  at  any  time 
own  the  bonds  and  interest  coupons  payment  whereof  shall 
be  secured  by  this  Mortgage,  or  any,  or  either  of  them, 
and  for  enforcing  the  payment  thereof,  when  payable,  in 
accordance  with  the  true  intent  and  meaning  of  the  cove- 
nants and  agreements  of  this  Mortgage  and  of  the  said 
bonds,  and  of  said  interest  coupons,  and  without  preference, 
priority  or  distinction  as  to  lien  or  otherwise  of  any  one 
bond  over  any  other  bond  by  reason  of  priority  in  the  time 
of  issue,  or  otherwise. 

Provided , Always , However f and  these  presents  are 
upon  the  express  condition  that  if  Railroad  Company,  its 
successors  or  assigns,  shall  well  and  truly  pay  or  cause  to 
be  paid  the  principal  and  interest  of  all  and  singular  the 
several  bonds  issued  by  Railroad  Company  payment  whereof 
shall  be  secured  by  this  Mortgage  at  the  times  and  in  the 
manner  therein  prescribed,  and  shall  also  well  and  truly 
perform  and  observe  all  the  other  covenants,  promises  and 
conditions  and  each  and  every  of  them,  in  said  bonds  and 
interest  coupons  and  in  these  presents  respectively  ex- 
pressed to  be  kept,  performed  and  observed  by  or  on  the  part 
of  Railroad  Company,  then  this  Mortgage  and  all  and  sin- 
gular the  estates  and  rights  hereby  granted  shall  cease,  de- 
termine and  be  null  and  void,  and  Trustee,  its  successor  or 
successors,  its  and  their  assigns,  shall  forthwith  cause  satis- 
faction and  discharge  to  be  entered  upon  the  record  of 
these  presents,  and  shall  upon  demand  re-convey,  re-trans- 
fer, and  re-assign  to  Railroad  Company,  its  successors  and 
assigns  all  and  singular  the  estates,  properties  and  fran- 


i6 


chises,  then  subject  to  the  lien  of  this  Mortgage;  otherwise 
these  presents  shall  be  and  remain  in  full  force. 

This  Indenture  Further  Witnesseth,  that  Railroad  Com- 
pany has  agreed  and  covenanted  and  hereby  does  agree  and 
covenant  with  Trustee  and  its  successors  in  the  trust,  and 
with  the  respective  holders  from  time  to  time  of  the  said 
bonds  and  interest  coupons,  or  any  thereof,  as  follows,  that 
is  to  say: — 

Article  I. 

The  maximum  amount  of  all  the  bonds  issued  by  Railroad 
Company  and  certified  by  Trustee  for  all  purposes  under 
this  Mortgage  shall  not  exceed  the  sum  of  Fifteen  million 
dollars  ($15,000,000),  and  all  of  said  bonds  shall  be  of  like 
tenor  and  date  except  as  to  serial  letters  and  numbers, 
rate  of  interest  and  redemption  price  which  shall  be  fixed 
and  determined,  from  time  to  time,  by  the  Board  of  Direc- 
tors of  Railroad  Company,  when  and  as  the  same  are 
issued. 

Article  II. 

The  said  bonds  shall  be  executed,  certified  and  delivered, 
as  follows: — 

Section  i.  Upon  the  execution  and  delivery  of  this  Mort- 
gage, and  without  awaiting  the  record  thereof,  Trustee  shall 
forthwith  certify  and  deliver  to  Railroad  Company,  upon 
the  written  order  of  the  President  or  any  Vice-President 
thereof,  Four  million  dollars  ($4,000,000)  par  value  of 
said  bonds  to  be  designated  Series  “A,”  and  numbered 
from  A 1 to  A4000,  both  numbers  inclusive,  bearing  inter- 
est at  the  rate  of  five  per  centum  ( 5 % ) per  annum  and  re- 
deemable at  one  hundred  and  five  per  centum  (105%)  of 
their  par  value,  and  accrued  interest  ,said  bonds  or  the  pro- 
ceeds thereof  to  be  used  only  for  the  following  purposes, 
to  wit: — 

(a.)  For  the  payment,  cancellation  and  retirement  on  or 
before  January  1st,  1915,  of  the  First  Mortgage  5%  bonds 


i7 


of  the  Northampton  Railroad  Company,  the  Consolidated 
Mortgage  5%  Bonds  of  Railroad  Company,  and  the  Gen- 
eral Mortgage  5%  Bonds  of  the  Lehigh  and  Delaware 
Railroad  Company,  as  hereinbefore  provided  and  upon  such 
payment,  cancellation  and  retirement  of  said  bonds,  the 
mortgages  securing  the  same  shall  be  duly  satisfied. 

( b .)  For  the  payment  and  liquidation  of  the  floating  in- 
debtedness of  Railroad  Company;  the  construction  of  addi- 
tional shops  and  yard  facilities;  the  extension  of  the  lines 
of  Railroad  Company  by  the  purchase  of  connecting 
lines  or  otherwise  and  providing  additional  capital. 

Section  2.  One  million  dollars  ($1,000,000)  of  said 
bonds  shall  be  reserved  by  Railroad  Company,  and  shall  be 
certified  by  Trustee  and  delivered  to  Railroad  Company 
from  time  to  time,  when  and  as  the  President  or  any  Vice- 
President  of  Railroad  Company  shall  direct  in  writing,  upon 
the  surrender  and  cancellation  of  First  Mortgage  Bonds  of 
Railroad  Company,  dated  July  10th,  1895,  secured  by 
mortgage  of  Railroad  Company,  bearing  even  date  there- 
with, to  The  Fidelity  Insurance,  Trust  and  Safe  Deposit 
Company  (now  Fidelity  Trust  Company),  Trustee,  upon 
the  basis  of  One  thousand  dollars  ($1,000)  par  value  of  the 
bonds  reserved  as  aforesaid  for  every  One  thousand  dol- 
lars ($1000)  par  value  of  the  said  First  Mortgage  bonds 
so  surrendered  and  cancelled,  and  upon  the  surrender  and 
cancellation  of  all  of  said  First  Mortgage  bonds,  the  mort- 
gage securing  the  same  shall  be  duly  satisfied. 

Railroad  Company  agrees  that  from  and  after  the  date 
of  this  Indenture,  no  bonds  secured  by  any  of  the  fore- 
going mortgages,  shall  be  issued  or  certified  under  the 
terms  thereof. 

If  at  any  time  hereafter  Railroad  Company  shall  pur- 
chase or  acquire  any  railroad  lines  or  other  property,  sub- 
ject to  the  lien  of  one  or  more  mortgages  thereon,  for 
which  any  bonds  secured  by  this  Indenture  shall  be 
issued  under  the  provisions  of  Section  3 of  this  Article, 
to  reimburse  Railroad  Company  for  the  actual  cash  cost  of 
such  property,  an  amount  of  bonds  secured  hereby  equal  in 


i8 


par  value  to  the  par  value  of  the  bonds  issued  and  outstand- 
ing, under  said  mortgages,  shall  be  transferred  from  the  Ten 
million  dollars  ($10,000,000)  of  bonds  reserved  under  Sec- 
tion 3 of  this  Article  and  added  to  the  One  million  dollars 
($1,000,000)  of  bonds  reserved  under  this  Section  2,  and 
thereafter  such  bonds  so  transferred  shall  only  be  certified 
by  Trustee  and  delivered  to  Railroad  Company,  upon  the 
surrender  and  cancellation  of  bonds  issued  and  outstand- 
ing under  said  mortgages,  upon  the  basis  of  One  thousand 
dollars  ($1,000)  par  value  of  the  bonds  transferred  here- 
under, as  aforesaid,  for  every  One  thousand  dollars  ($1,000) 
par  value  of  the  bonds,  issued  and  outstanding  under  said 
mortgages,  so  cancelled  and  surrendered,  and  upon  the  sur- 
render and  cancellation  of  all  the  bonds  secured  by  any 
such  mortgage,  the  same  shall  be  duly  satisfied. 

Section  3.  Subject  to  the  provisions  of  Section  2 hereof, 
Ten  million  dollars  ($10,000,000)  par  value  of  said  bonds 
shall  be  certified  by  Trustee  and  delivered  to  Railroad 
Company  from  time  to  time  to  reimburse  it  for  the  actual 
cash  cost  of  extensions,  enlargements  and  additions  to  the 
mortgaged  estates  and  properties,  excepting  rolling  stock, 
purchased  or  constructed  by  it  and  paid  for  subsequent 
to  July  1st,  1914,  or  of  the  shares  of  stock  and  securities 
of  other  corporations,  actually  acquired  and  paid  for  by 
Railroad  Company  after  said  date  and  deposited  with 
Trustee,  to  be  held  subject  to  the  lien  hereof;  provided, 
however,  that  no  shares  of  stock  or  securities  of  other  cor- 
porations shall  be  acquired,  saving  of  corporations  which 
shall  at  the  time  own,  control,  or  be  lessee  of,  or  have  oper- 
ating rights  over  lines  of  railroad  connecting  with  the  rail- 
roads now  owned,  controlled,  leased,  or  operated  under 
trackage  rights,  by  Railroad  Company,  or  any  extensions, 
enlargements  or  additions  thereto,  which  Railroad  Com- 
pany may  hereafter  own,  control,  lease  or  operate  under 
trackage  rights;  Provided,  further,  that  no  bonds  shall  be 
certified  by  Trustee  and  delivered  to  Railroad  Company, 
under  this  Section  3,  unless  and  until  Railroad  Company 
shall  deliver  to  Trustee,  the  following,  to-wit : — 


19 


In  the  case  of  bonds  to  reimburse  Railroad  Company 
for  the  actual  cash  cost  of  extensions,  enlargements  and  ad- 
ditions : 

(a.)  A statement,  signed  and  sworn  to,  by  the  President 
or  any  Vice-President  and  the  Treasurer  or  chief  accounting 
officer  of  Railroad  Company,  stating,  that  Railroad  Com- 
pany since  July  i,  1914,  has  purchased,  constructed  or  ac- 
quired extensions,  enlargements  and  additions  to  the  mort- 
gaged estates  and  properties,  and  describing  the  same 
and  setting  forth  the  actual  cash  cost  thereof ; that  said  ex- 
tensions, enlargements  and  additions  are  useful,  and  appro- 
priate adjuncts  or  protection,  in  the  carrying  on  of  the 
business  of  Railroad  Company,  and  that  no  expenditures  for 
maintenance,  repairs,  renewals,  or  replacements,  which,  in 
the  proper  practice  of  companies  carrying  on  business  sim- 
ilar to  that  conducted  by  Railroad  Company,  are  charged 
to  operating  expenses,  have  been  treated  as  an  extension, 
enlargement  or  addition,  and  that  nothing  has  been  included 
which,  with  proper  regard  to  the  nature  and  condition  of 
the  property,  ought  to  have  been  considered  as  a repair, 
replacement,  offset  to  depreciation  or  other  operating  ex- 
pense; and  stating  further  that  Railroad  Company  has  not 
been  reimbursed  for  any  part  of  such  actual  cash  cost,  either 
in  bonds  issued  under  this  or  any  other  Article  of  this 
Indenture,  or  bonds  secured  by  any  other  mortgage  or 
mortgages  upon  such  extensions,  enlargements  or  additions 
or  upon  any  part  of  the  estates,  properties  or  franchises 
covered  by  this  Indenture. 

( b .)  An  opinion,  signed  by  counsel  satisfactory  to  Trus- 
tee, stating  that  said  extensions,  enlargements  or  additions 
have  been  legally  acquired  by  Railroad  Company;  that 
Railroad  Company  has  good  record  title  free  from  all 
mortgage  or  lien  debts,  other  than  the  mortgages  or  any 
of  them  as  defined  in  Section  2 of  this  Article,  and  if  any  of 
said  mortgages  are  liens  upon  the  said  extensions,  enlarge- 
ments and  additions,  the  opinion  shall  specify  them,  and 
free  also  from  all  other  encumbrances  and  easements,  ex- 


20 


cept  such,  if  any,  as  in  his  judgment  will  not  seriously  de- 
tract from  the  value  thereof  to  Railroad  Company.  Said 
opinion  shall  also  state  that  the  lien  of  this  Indenture  or  a 
supplemental  Indenture  executed  for  the  purpose  is  a valid 
lien  of  record  on  said  extensions,  enlargements  and  addi- 
tions. 

(c.)  A certified  copy  of  a resolution  of  Railroad  Com- 
pany’s Board  of  Directors,  requesting  that  such  bonds — - 
the  particulars  of  which  shall  be  stated — shall  be  certified 
and  delivered. 

In  the  case  of  bonds  to  reimburse  Railroad  Company 
for  the  actual  cash  cost  of  shares  of  stocks  and  securities 
of  other  corporations: 

( aa .)  A statement  signed  and  sworn  to  by  the  President 
or  any  Vice-President  and  the  Treasurer  or  chief  accounting 
officer  of  Railroad  Company,  stating  the  general  nature  and 
character  of  such  securities,  the  amount  thereof  acquired  by 
Railroad  Company  and  the  amount  of  the  outstanding  capital 
stock  and  bonded  debt  of  the  corporation  issuing  same; 
the  actual  cash  cost  of  such  shares  of  stock  and  securities 
to  Railroad  Company  and  that  such  actual  cash  cost  is  not 
in  excess  of  the  fair  value  thereof  to  Railroad  Company; 
that  said  shares  of  stock  and  securities  were  pur- 
chased and  paid  for  by  Railroad  Company  after  July  i, 
1914;  and  that  Railroad  Company  has  not  been  reimbursed 
for  any  part  of  such  cash  cost  either  in  bonds  issued  under 
this  or  any  other  Article  of  this  Indenture,  or  bonds  secured 
by  any  other  mortgage  or  mortgages  upon  such  securities 
or  upon  any  part  of  the  estates,  properties  or  franchises 
mortgaged  by  this  Indenture. 

( bb .)  The  shares  of  stock  and  securities  acquired  in  ac- 
cordance with  this  Section  3,  for  the  cost  of  which  reim- 
bursement is  so  sought;  same  to  be  either  in  negotiable 
form  or  registered  in  such  name  or  names  as  Trustee  may 
require. 

(cc.)  A certified  copy  of  a resolution  of  Railroad  Com- 
pany’s Board  of  Directors  requesting  that  such  bonds — the 
particulars  of  which  shall  be  stated — shall  be  certified  and 
delivered. 


21 


Section  4.  Before  certifying  or  delivering  any  of  said 
bonds,  Trustee  shall  detach  and  cancel  all  coupons  thereon 
then  matured  and  deliver  same  to  Railroad  Company. 

Section  5.  Before  executing  any  of  the  bonds  to  be  is- 
sued under  Sections  2 and  3 hereof,  the  Board  of  Directors 
of  Railroad  Company  shall  by  resolution  duly  adopted,  fix 
and  determine  the  rate  of  interest  which  the  bonds  then 
proposed  to  be  issued  shall  bear  not  exceeding,  however, 
the  rate  of  five  per  centum  (5%)  per  annum;  the  price  at 
which  the  same  shall  be  subject  to  redemption,  not  exceed- 
ing one  hundred  and  five  per  centum  (105%)  of  the  par 
value  thereof,  and  said  bonds  shall  bear  interest  at  the  rate 
so  determined  and  stipulated  therein,  and  in  the  coupons 
for  the  interest  attached  thereto,  and  shall  be  redeemable 
at  the  price  so  determined  and  stipulated  therein,  notwith- 
standing the  fact  that  other  bonds  issued  hereunder  bear 
a different  rate  of  interest,  or  are  redeemable  at  a different 
price. 

Section  6.  Pending  the  engraving  of  the  definitive  bonds. 
Railroad  Company  may  issue,  and  Trustee  shall  certify  tem- 
porary registered  bonds,  without  coupons,  in  lieu  of  said 
bonds  hereinabove  authorized  to  be  issued  and  certified. 
Said  temporary  bonds  shall  be  of  the  denomination  of 
One  thousand  dollars  ($1,000)  each,  or  any  multiple 
thereof,  and  in  substantially  the  form  of  the  definitive 
bonds,  subject  to  variation  as  to  rate  of  interest  and  re- 
demption price,  and  distinguishing  letters  and  numbers,  to 
differentiate  the  several  series,  and  shall  be  exchangeable 
for  engraved  bonds  when  issued. 

Article  III. 

Railroad  Company  will  at  all  times,  so  long  as  the  bonds 
issued  hereunder,  or  any  of  them,  remain  outstanding  and 
unpaid,  cause  to  be  kept  at  its  office,  in  the  City  of  Phila- 
delphia, Pennsylvania,  or  at  the  office  of  Trustee,  suitable 
books  ,for  the  transfer  and  registration  of  such  bonds  as 
may  be  presented  for  the  purpose. 

After  registration,  the  said  bonds  shall  pass  only  by 


22 


transfer  on  the  books  of  Railroad  Company,  noted  also 
on  the  bonds,  but  they  may  be  discharged  from  regis- 
tration by  being  transferred  to  bearer,  after  which  they 
shall  pass  by  delivery  until  again  registered.  The  coupons 
shall,  in  all  cases,  be  negotiable  by  delivery,  whether 
the  respective  bonds  be  registered  or  not. 

Article  IV. 

Section  i.  All  or  any  of  the  bonds  hereby  secured  may  be 
redeemed,  at  the  option  of  Railroad  Company,  at  any  in- 
terest period  before  maturity  by  payment  of  the  redemp- 
tion price  stipulated  therein,  and  the  accrued  interest  to 
date  of  redemption.  Whenever  Railroad  Company  desires 
to  so  redeem  bonds  it  shall  give  notice  thereof  in  writing 
to  Trustee,  not  less  than  seventy-five  (75)  days  before  such 
interest  period,  and  Trustee  shall  thereupon  draw  by  lot  the 
specified  number  of  bonds  and  Railroad  Company  shall  give 
notice  of  the  bonds  so  drawn,  by  publication  once  a week  for 
eight  successive  weeks  in  one  daily  newspaper  published 
in  the  City  of  Philadelphia,  specifying  the  numbers  of  the 
bonds  so  drawn  for  redemption,  and  the  date  when  the 
said  bonds  shall  be  due  and  payable  at  the  redemption  price 
stipulated  therein  and  the  accrued  interest  thereon,  at  the 
office  of  Railroad  Company  and  that  interest  thereon  will 
cease  on  said  date. 

Section  2.  In  case  any  bonds  so  drawn  for  redemption 
shall  not  be  presented  to  Railroad  Company  for  redemption 
on  the  date  specified  in  said  notice,  Railroad  Company  shall 
within  thirty  (30)  days  thereafter  deposit  with  Trustee  as 
a special  fund  the  amount  required  for  the  redemption  of 
the  bonds  not  presented  as  aforesaid;  said  fund  shall  be 
held  by  Trustee  for  the  redemption  of  the  said  bonds,  and 
all  liability  of  Railroad  Company  to  the  holders  thereof  on 
account  of  the  principal  and  interest  of  said  bonds  shall 
thereupon  cease,  determine  and  be  completely  discharged 
and  the  holders  thereof  shall  thereafter  be  restricted  abso- 
lutely to  said  fund  for  any  claim  of  whatsoever  nature  on 
their  part  under  said  bonds  or  this  Indenture. 


23 


All  bonds  so  redeemed  shall  with  all  the  coupons  be 
forthwith  cancelled. 


Article  V. 

Section  i.  Railroad  Company  will  pay  the  principal 
amounts  of  said  bonds,  and  the  interest  coupons  thereon  to 
the  several  holders  thereof,  as  and  when  the  same  respect- 
ively become  due  and  payable,  according  to  their  tenor,  with- 
out deduction  from  either  the  principal  or  interest  for  or 
on  account  of  any  tax  or  taxes,  except  succession  or  inher- 
itance taxes,  which  Railroad  Company  or  Trustee  may  be 
required  to  pay  thereon  or  retain  therefrom,  under  any 
present  or  future  laws  of  the  United  States  or  of  the  State 
of  Pennsylvania  or  New  Jersey,  or  any  municipality 
thereof,  Railroad  Company  hereby  agreeing  to  pay  any 
such  tax  or  taxes  so  far  as  it  may  lawfully  do  so,  except 
as  above  provided. 

Section  2.  Railroad  Company  will  pay  all  taxes,  rates, 
levies,  and  assessments  lawfully  levied  or  assessed  upon 
the  premises,  rights,  franchises  and  privileges,  shares 
of  stock  and  securities  covered  by  the  lien  hereof, 
or  intended  so  to  be  or  upon  any  part  thereof 
as  and  when  the  same  shall  become  lawfully  due 
and  payable,  and  will  not  suffer  any  mechanics’,  la- 
borers’, statutory  or  other  liens  or  right  of  way  claims 
to  remain  outstanding  upon  the  property  aforesaid  or 
any  part  thereof,  the  lien  whereof  might  or  could  be  held 
to  be  prior  to  the  lien  of  this  Mortgage,  and  will  not  suffer 
any  other  matter  or  thing  whatever  whereby  the  lien  hereof 
might  be  impaired,  but  Railroad  Company  shall  have  the 
right  to  contest  by  legal  proceedings  any  tax,  rates,  levies 
or  assessments  or  any  such  liens  or  claims,  and  pending 
such  contests  may  delay  or  defer  the  payments  thereof. 

Section  3.  Railroad  Company  will  punctually  pay  to  the 
holders  of  its  First  Mortgage  bonds,  secured  by  mort- 
gage above  recited,  dated  July  10th,  1895,  the  interest  on 
said  bonds  when  and  as  the  same  shall  become  due  and 


24 


payable  according  to  the  tenor  thereof,  and  shall  and  will 
pay  and  satisfy  the  whole  of  said  bonds,  principal  and  in- 
terest upon  the  maturity  thereof  without  further  delay, 
and  thereupon  cause  the  mortgage  securing  the  payment 
thereof  to  be  satisfied. 

And  Railroad  Company  will  pay,  cancel  and  retire  on  or 
before  the  first  day  of  January,  1915,  the  First  Mortgage 
5%  Bonds  of  the  Northampton  Railroad  Company,  the 
Consolidated  Mortgage  5%  Bonds  of  Railroad  Company 
and  the  General  Mortgage  5%  Bonds  of  the  Lehigh  and 
Delaware  Railroad  Company  now  issued  and  outstanding, 
as  hereinbefore  provided,  and  pending  such  payment,  can- 
cellation and  retirement  will  pay,  or  cause  to  be  paid,  the 
interest  on  said  bonds,  as  and  when  such  interest  shall  be- 
come due  and  payable. 

Section  4.  Railroad  Company  further  covenants  and 
agrees  that  it  will  not,  directly  or  indirectly,  extend  or  as- 
sent to  the  extension  of  the  time  for  payment  of  any  cou- 
pon upon  any  of  the  bonds  secured  by  this  Indenture,  and 
that  it  will  not,  directly  or  indirectly,  be  a party  to  or  ap- 
prove any  arrangement  therefor  by  purchasing  or  refund- 
ing said  coupons  or  in  any  other  manner.  In  case  the  pay- 
ment of  any  such  coupon  should  be  so  extended  by,  or  with 
the  consent  of  Railroad  Company,  such  coupon  so  ex- 
tended shall  not  be  entitled,  in  case  of  default  hereunder, 
to  the  benefit  or  security  of  this  Indenture,  except  subject  to 
the  prior  payment  in  full  of  the  principal  of  all  the  bonds 
outstanding  and  all  interest  appertaining  thereto,  the  pay- 
ment of  which  has  not  been  so  extended;  the  intention 
of  this  Indenture  being  to  prevent  any  accumulation  of 
unpaid  coupons  after  maturity,  unless  the  payment  thereof 
is  postponed,  as  set  forth  above. 

Article  VI. 

Section  i.  Railroad  Company  will  so  long  as  any  of  said 
bonds  hereby  secured,  are  outstanding  and  unpa'd,  keep, 
and  maintain  the  premises  and  property  hereby  granted, 


25 


conveyed  and  assigned,  or  intended  so  to  be  and  which  may 
hereafter  be  acquired  as  aforesaid,  and  every  part  thereof 
in  good  order  and  repair  and  fit  for  efficient  use  and  opera- 
tion and  shall  and  will  from  time  to  time  replace  such  por- 
tions of  the  railroad,  buildings,  bridges,  structures,  ar>- 
purtenances,  equipment  and  rolling  stock  hereby  conveyed 
and  which  may  hereafter  be  acquired  as  aforesaid,  or  the 
whole  of  them,  as  often  as  they  shall  be  sold,  disposed 
of,  exchanged,  or  worn  out  by  use,  or  destroyed  by  tire 
or  otherwise,  with  new  or  other  railroad  tracks,  bridges, 
buildings,  structures,  appurtenances,  equipment  and  roll- 
ing stock  of  not  less  quality  and  value  than  that  sold,  dis- 
posed of,  worn  out,  destroyed,  or  exchanged  as  aforesaid, 
and  hereby  conveyed  or  intended  so  to  be,  and  shall  and 
will  from  time  to  time,  and  at  all  times,  perpetuate  and 
maintain  the  same  in  good  working  order  and  condition,  ef- 
ficiency and  repair;  and  Railroad  Company  further  cov- 
enants and  agrees  that  it  will  keep  all  structures  and  insur- 
able property  hereby  conveyed  well  and  sufficiently  insured, 
and  agrees  that  in  case  of  loss  or  injury  by  fire  the  proceeds 
of  insurance  shall  be  set  apart  from  all  other  funds,  and  used 
only  in  repair  or  renewal  of  the  property  insured  and  de- 
stroyed, or  for  additions,  extension  and  betterments  to  the 
other  property  and  premises  hereby  granted,  conveyed  and 
assigned  or  intended  so  to  be. 

Section  2.  Railroad  Company  shall  and  will  conduct  and 
carry  on  its  business  in  a proper  and  efficient  manner  and 
keep  proper  books  of  account  which,  together  with  all 
other  books  and  documents  relating  to  the  business  of 
Railroad  Company,  shall  be  kept  at  its  office  in  the  City  of 
Philadelphia  or  elsewhere  within  the  State  of  Pennsylvania, 
and  shall  at  all  reasonable  times  be  open  to  the  inspection 
of  Trustee,  and  of  such  person  or  persons  as  Trustee  shall 
from  time  to  time  appoint,  in  writing. 

Article  VII. 

Until  default  shall  have  been  made  by  Railroad  Com- 
pany in  the  payment  of  the  principal  or  interest  of  the 


26 


bonds  hereby  secured,  or  of  the  mortgage  bonds  above 
recited,  or  any  of  them,  according  to  the  tenor  and  effect 
thereof,  or  in  the  performance  of  the  covenants  or  any  of 
them  herein  expressed  to  be  kept  and  performed  by  Rail- 
road Company,  it  shall  have  possession,  use,  enjoyment  and 
control  of  all  the  estates,  properties  and  franchises,  hereby 
granted,  conveyed  and  assigned,  or  intended  so  to  be,  and 
shall  receive  the  rents,  issues,  income  and  profits  thereof* 
and  shall  have  control  over  the  shares  of  stock  and  other 
securities  pledged  hereunder  to  the  extent  hereinafter  pro- 
vided. 

Article  VIII. 

Section  i.  All  the  shares  of  stock  and  other  securities 
capable  of  registration  pledged  with  Trustee  under  this 
Mortgage  shall  be  transferred  to  and  registered  in  the 
name  of  Trustee,  provided  that  until  default  shall  be  made 
as  herein  provided,  Trustee  shall  permit  and  suffer  Railroad 
Company  to  retain  all  the  authority,  powers  and  privileges 
belonging  to  or  incident  to  the  ownership  of  the  shares  of 
stock  and  securities  hereby  pledged,  including  the  right  to 
collect  the  interest  and  dividends  thereon  not  inconsistent 
with  the  right  of  the  Trustee  as  herein  expressed. 

Section  2.  So  long  as  no  default  has  been  made 
as  aforesaid  Trustee  will  execute  and  deliver  from 
time  to  time  to  Railroad  Company,  or  to  such 
person  or  persons  as  may  be  designated  by  its  Board 
of  Directors,  such  powers,  authorities,  proxies  and 
orders  as  may  be  necessary  and  expedient  for  en- 
joying the  powers  and  privileges  hereby  retained  and 
reserved  to  Railroad  Company,  including  the  power  to 
vote  said  shares  in  favor  of  leases,  consolidations  and 
mergers,  provided , however , that  none  of  said  shares  shall 
be  voted  so  as  to  authorize  the  creation  of  any  lien 
charge  or  encumbrance  prior  to  the  lien  or  obligation  of 
this  Indenture,  or  affecting  the  priority  thereof  in  any  wise 
or  to  authorize  the  increase  of  the  capital  stock  of  any  of  the 


27 


companies,  the  shares  of  which  are  pledged  under  this 
Mortgage  except  upon  terms  satisfactory  to  Trustee,  and 
such  limitations  shall  be  contained  in  each  and  every  proxy 
given  by  Trustee  in  pursuance  of  the  terms  hereof. 

Article  IX. 

Railroad  Company  will,  from  time  to  time,  make,  do,  exe- 
cute, acknowledge,  and  deliver  such  further  acts,  deeds,, 
covenants  and  assurances  in  the  law  as  may  be  reason- 
ably required  for  effectuating  the  intention  of  these 
presents  and  for  the  better  assuring  or  confirming 
unto  Trustee  and  its  successors  in  the  trust  hereby 
created  upon  the  trusts  and  for  the  purposes  herein 
expressed,  all  and  singular  the  property,  real,  personal  and 
mixed,  estates,  leases,  agreements,  franchises,  rights  and 
privileges  hereby  granted,  bargained,  sold,  aliened,  re- 
mised, released,  conveyed,  transferred,  assigned  and  set 
over,  or  intended  so  to  be,  either  now  owned  or  pos- 
sessed, or  hereafter  owned,  possessed  or  acquired  by 
Railroad  Company. 

Article  X. 

Section  i.  Railroad  Company  shall  have  the  right  at  all 
times  to  sell  or  exchange,  free  from  the  lien  of  this  Inden- 
ture, any  of  the  estates  and  premises,  shares  of  stock,, 
securities  and  other  property  subject  to  the  lien  hereof  which 
in  the  judgment  of  its  Board  of  Directors  shall  no  longer 
be  useful  or  necessary  in  the  proper  and  judicious  man- 
agement of  its  business.  Such  sale  or  exchange  shall  be 
made  only  upon  the  authority  of  a resolution  of  Board  of 
Directors  of  Railroad  Company  authorizing  such  sale  or 
exchange,  describing  the  property  and  stating  the  price 
in  case  of  sale  or  the  value  of  the  property  to  be  received 
in  exchange.  Upon  filing  a certified  copy  of  such  resolu- 
tion and  the  presentation  of  a certificate  signed  and 
sworn  to  by  the  President  or  any  Vice-President  of  Railroad 
Company  as  to  the  adequacy  of  such  price  or  value,  Trus- 
tee shall  release  from  the  operation  and  lien  of  this  In- 


28 


denture,  assign  and  transfer  the  property  so  sold  or  ex- 
changed, and  such  certified  copy  of  resolution  and  certi- 
ficate of  price  or  value  shall  be  the  sole  and  sufficient  au- 
thority to  Trustee  for  such  release. 


Section  2.  The  proceeds  of  all  sales  made  under  the 
provisions  of  Section  1 hereof,  shall  be  forthwith  de- 
posited with  Trustee,  and  shall  at  the  option  of  Railroad 
Company,  be  applied  by  Trustee  upon  the  written  request 
of  the  President  or  any  Vice-President  of  Railroad  Com- 
pany as  follows: — 

(1)  To  the  reimbursement  of  Railroad  Company  for 
the  actual  cash  cost  of  real  or  personal  property  acquired 
by  it,  necessary  for  use  in  connection  with  the  mortgaged 
estates,  properties  and  franchises,  or  the  actual  cash  cost 
of  permanent  betterments,  improvements  or  extensions 
thereof;  provided,  that  no  payment  shall  be  made  by  Trus- 
tee to  Railroad  Company  unless  and  until  Railroad  Com- 
pany shall  deliver  to  Trustee  (a.)  a statement,  signed  and 
sworn  to  by  the  President  or  any  Vice-President  and  the 
Treasurer  or  chief  accounting  officer  of  Railroad  Com- 
pany describing  the  property  so  acquired,  or  the  permanent 
betterments,  improvements  or  extensions  so  made,  and 
setting  forth  the  actual  cash  cost  thereof;  that  said  prop- 
erty, betterments,  improvements  or  extensions  are  useful 
and  appropriate  in  the  carrying  on  of  the  business  of 
Railroad  Company,  and  that  no  part  of  the  cost  thereof 
should  in  the  proper  practice  of  companies  carrying  on 
business  similar  to  that  conducted  by  Railroad  Company, 
be  chargeable  to  operating  expenses,  and  that  said  prop- 
erty, betterments,  improvements  or  extensions  include  noth- 
ing which,  with  proper  regard  to  the  nature  and  condition 
of  the  property  ought  to  be  considered  as  a repair,  replace- 
ment, offset  to  depreciation  or  other  operating  expense; 
and  stating  further  that  Railroad  Company  has  not  been 
reimbursed  for  any  part  of  such  actual  cost,  either  in  bonds 
issued  under  the  provisions  of  this  Indenture  or  otherwise. 
<(b.)  An  opinion  signed  by  counsel  satisfactory  to  Trustee, 


29 


stating  that  such  property,  betterments,  improvements 
or  extensions  have  been  legally  acquired  by  Railroad 
Company;  that  Railroad  Company  has  good  record  title 
thereto  free  and  clear  of  all  liens  and  encumbrances, 
other  than  the  lien  or  liens  of  the  underlying  mort- 
gages hereinbefore  recited,  and  that  the  lien  of  this 
Indenture  is  a valid  lien  of  record  thereon;  and  (c.)  a cer- 
tified copy  of  a resolution  of  Railroad  Company’s  Board 
of  Directors  authorizing  Trustee  to  apply  said  proceeds  in 
the  manner  specified  in  said  written  request ; or 

(2)  To  the  redemption  of  bonds  secured  hereby,  in  the 
manner  provided  in  Article  IV  hereof;  Provided,  However, 
that  if  any  property  so  sold  shall  be  subject  to  the  lien  of 
any  mortgage  prior  hereto,  the  proceeds  from  the  sale 
thereof,  shall,  if  necessary,  be  deposited  with  and  held  and 
applied  by  the  trustee  of  said  mortgage,  in  accordance 
with  the  terms  thereof,  Railroad  Company  hereby  covenant- 
ing, that  on  satisfaction  of  such  prior  mortgage,  any  pro- 
ceeds of  such  sale  remaining  with  said  trustee  shall  forth- 
with be  paid  directly  to  Trustee  hereunder  to  be  held  and 
applied  in  accordance  with  the  terms  hereof. 

Section  3.  All  property  acquired  with  the  proceeds  of 
sales  or  taken  in  exchange  shall  immediately  be  and  be- 
come subject  to  the  lien  of  this  Indenture  as  if  specifically 
mortgaged  hereby,  but  if  requested  by  Trustee,  Railroad 
Company  will  convey  and  assign  the  same  to  Trustee  by 
appropriate  instruments,  upon  the  trusts  and  for  the  pur- 
poses of  this  Indenture  and  all  shares  of  stock  or  other 
securities  acquired  therewith  shall  be  forthwith  assigned 
and  transferred  to  Trustee  to  be  held  by  it  subject  to  the 
terms  and  provisions  of  this  Indenture. 


Section  4.  Railroad  Company  may,  without  any  release 
hy  Trustee,  sell  or  otherwise  dispose  of  any  contracts, 
claims  and  choses  in  action,  and  any  equipment,  machin- 
ery, tools  or  implements  not  required  for  its  purposes  and 
use,  and  sell  or  dispose  of  any  materials  or  supplies. 


30 


Section  5.  Railroad  Company  shall,  if  requested  by 
Trustee,  furnish,  and  the  Trustee  shall  be  wholly  protected 
in  relying  upon  the  written  opinion  of  counsel  of  Railroad 
Company  that  the  property  acquired  by  Railroad  Com- 
pany upon  the  release,  assignment  or  transfer  of  any  of 
the  mortgaged  property  as  above  provided,  has  been  made 
subject  to  the  lien  of  this  Indenture,  as  aforesaid. 

Section  6.  In  case  the  mortgaged  estates,  properties 
and  franchises  shall  be  in  the  possession  of  a Receiver 
lawfully  appointed,  the  aforesaid  powers  of  sale,  exchange 
and  disposition  conferred  on  Railroad  Company  may  be 
exercised  by  such  Receiver,  with  the  approval  of  Trustee ; 
and  if  Trustee  shall  be  in  possession  under  the  terms  of 
this  Indenture,  then  all  the  said  powers  of  sale,  exchange 
and  disposition  conferred  on  the  Railroad  Company  may 
be  exercised  by  Trustee. 

Section  7.  In  no  event  shall  any  grantee  or  grantees, 
purchaser  or  purchasers,  of  any  property,  real  or  personal, 
sold  or  disposed  of  by  virtue  of  any  of  the  aforesaid 
powers,  be  required  to  see  to  the  application  of  the  pur- 
chase money. 

Article  XI. 

Section  i.  Railroad  Company  may,  by  and  with  the 
consent  and  approval  in  writing  of  Trustee,  take  up  and 
remove  such  part  or  parts  of  its  lines  as  may  cease  to  be 
necessary  for  the  conduct  of  its  business,  should  such  taking 
up  and  removal  be  deemed  advisable  by  the  Board  of  Di- 
rectors of  Railroad  Company  and  be  duly  authorized  by  a 
proper  resolution  of  said  board. 

Section  2.  Railroad  Company  may  at  any  time  make 
any  change  in  the  location  of  any  of  the  tracks,  depots,  sta- 
tion or  freight  houses,  shops  and  other  buildings  and  struc- 
tures upon  any  part  of  the  mortgaged  premises,  and  Trus- 
tee, upon  conveyance  or  actual  provision  for  the  conveyance 
to  it  under  the  terms  of  this  Indenture  of  such  new  tracks 


3i 


and  structures,  and  the  premises  on  which  the  same  may  be 
erected,  free  and  clear  of  all  liens  and  encumbrances,  other 
than  the  lien  or  liens  of  the  underlying  mortgages  herein- 
before recited,  shall  at  the  request  of  Railroad  Company 
release  from  the  lien  of  this  Indenture  the  tracks,  buildings 
and  other  structures,  the  location  of  which  shall  be  so 
changed,  and  the  premises  on  which  they  were  erected,  and 
shall  execute  and  deliver  any  and  all  instruments  necessary 
and  proper  to  effect  such  purpose. 

Section  3.  Railroad  Company  from  time  to  time  may 
make  changes  or  alterations  in,  or  substitutions  for  any 
leases,  trackage  rights  or  agreements  that  are  subject  to 
this  Indenture;  provided,  however,  that  no  such  change, 
alteration,  or  substitution  shall  be  made  if  thereby  the  con- 
tinuity of  the  lines  of  railroad  of  the  system  of  Railroad 
Company  shall  be  destroyed.  Any  modified,  altered  or  sub- 
stituted leases,  agreements  or  trackage  rights,  if  any  there 
be,  shall  forthwith  become  subject  to  the  lien  of  this  Inden- 
ture in  the  same  manner  as  those  previously  existing. 

Article  XII. 

In  case  default  shall  be  made  and  shall  continue  for 
ninety  (90)  days  in  the  payment  of  any  interest  accru- 
ing upon  any  one  or  more  of  the  said  bonds,  when 
the  same  shall  become  due,  according  to  the  terms 
thereof,  or  in  the  payment  of  any  tax,  levy  or  assessment, 
as  herein  agreed,  after  the  same  shall  become  lawfully 
due  and  payable,  or  in  the  payment  of  the  principal  of 
one  or  more  of  the  said  bonds  at  maturity,  or  if  default 
shall  be  made  and  continue,  as  aforesaid,  by  Railroad 
Company  in  the  due  observance  or  performance  of  any 
other  covenant  or  condition  herein  required  to  be  kept 
or  performed  by  it,  then,  and  in  such  case,  Railroad  Com- 
pany, upon  demand  of  Trustee,  shall  and  will  forthwith 
surrender  to  Trustee  actual  possession  and  Trustee  shall 
be  entitled  forthwith,  with  or  without  process  of  law,  to 
enter  into  and  upon  and  take  possession  of  all  and  singular 


32 


the  estates  and  premises  subject  to  the  lien  of  this  Mort- 
gage, or  intended  so  to  be,  and  each  and  every  part 
thereof,  with  all  records,  books,  papers  and  accounts  of 
Railroad  Company,  and  to  exclude  Railroad  Company 
and  its  agents  and  servants  wholly  therefrom,  and  shall 
have,  hold  and  use  the  same,  controlling,  managing  and 
operating  by  its  superintendents,  managers,  receivers, 
servants,  or  other  agents  or  attorneys,  the  said  property, 
with  the  appurtenances,  and  conducting  the  business  and 
operation  thereof,  and  exercising  the  franchises  appertain- 
ing thereto,  and  making  from  time  to  time,  at  the  expense 
of  the  trust  estate,  all  repairs  and  replacements  and  such 
useful  additions,  alterations  and  improvements  thereon 
and  thereto  as  Trustee  may  deem  proper  and  judicious,  and 
may  collect  and  receive  all  income,  dividends,  rents,  royal- 
ties, issues,  and  profits  of  same,  and  every  part  thereof, 
and  after  deducting  the  cost  thereof,  and  of  all  repairs, 
replacements,  additions,  alterations  and  improvements  so 
made,  and  all  payments  made  for  taxes,  levies  and  assess- 
ments, and  other  proper  charges  upon  said  property,  or 
any  part  thereof,  and  as  well  reasonable  compensation  for 
the  services  of  Trustee,  its  agents,  clerks  and  attorneys,  shall 
apply  the  remainder  of  the  moneys  so  received  by  it  as 
follows : In  case  the  principal  of  said  bonds  shall  not  have 
become  due,  to  the  payment  of  the  interest  upon  said 
bonds,  and  in  case  said  principal  shall  have  become  due, 
or  have  been  declared  due,  then  to  the  payment  of  the 
principal  and  accrued  interest  upon  said  bonds  pro  rata, 
without  any  preference  or  priority  whatsoever,  and  with- 
out preference  of  interest  over  principal  or  of  principal 
over  interest. 

Article  XIII. 

In  case  of  any  default  on  the  part  of  Railroad  Com- 
pany, of  the  nature  and  character,  and  in  respect  of  the 
matters  specified  in  Articles  VII  and  XII  hereof  or  else- 
where herein,  then,  if  the  holders  of  a majority  in 
amount  of  the  bonds  hereby  secured  then  outstanding  un- 
paid and  not  called  for  redemption,  so  elect,  and,  if  so 


33 


required  by  Trustee,  shall  produce  their  bonds  to  Trustee, 
and  shall  notify  Trustee  in  writing  of  such  election,  the 
whole  of  the  principal  of  all  of  said  bonds  then  outstand- 
ing, as  aforesaid,  shall  forthwith  be  declared  by  Trustee 
to  be  and  shall  immediately  become  due  and  payable,  any- 
thing herein  or  in  said  bonds  to  the  contrary  notwith- 
standing, but  such  election  may  be  reversed  or  annulled  in 
like  manner,  before  any  sale  of  the  property  mortgaged  or 
pledged  hereunder  shall  have  been  made,  by  the  holders  of 
a like  majority  of  said  bonds  so  that  the  obligation  thereof 
shall  be  the  same  as  if  said  election  had  not  been  made; 
provided  and  it  is  hereby  declared  that  no  such  election, 
reversal  or  annulment  thereof  shall  extend  to  or  be  taken 
to  apply  to  any  subsequent  default,  or  impair  the  rights  re- 
sulting therefrom. 


Article  XIV. 

Section  i.  The  principal  of  the  said  bonds  having  be- 
come due  at  maturity  or  by  default  and  remaining  unpaid  as 
herein  provided,  it  shall  be  lawful  for  Trustee,  after  entry, 
as  above  provided,  or  without  entry,  to  proceed  to  sell  at 
public  auction,  in  whole  or  in  part,  as  shall  be  deemed 
by  it  most  advantageous,  unto  the  highest  bidder,  all 
and  singular  the  property,  real,  personal  and  mixed, 
estates  and  franchises,  shares  of  stock  and  other  se- 
curities that  shall  then  be  subject  to  the  lien,  operation 
and  effect  of  this  Mortgage,  with  the  appurtenances 
thereof  and  all  benefit  and  equity  of  redemption  of  Rail- 
road Company,  its  successors  or  assigns,  therein.  Such 
sale  shall  be  made  by  Trustee  or  by  its  attorney  or  attor- 
neys, agent  or  agents,  in  the  City  of  Philadelphia;  State 
of  Pennsylvania,  after  notice  stating  the  time  and  place 
of  the  sale  and  containing  a brief  general  description  of 
the  property  to  be  sold  shall  have  been  given  by  Trustee, 
by  publication  in  at  least  one  daily  newspaper  published 
in  the  said  City  of  Philadelphia,  and  in  one  daily  newspaper 
published  in  the  City  of  New  York  once  in  each  week  for 
eight  consecutive  weeks  (together  with  such  other  notice  as 


34 


may  be  required  by  law),  and  Trustee  may,  without  further 
advertising  sudh  sale,  adjourn  the  same,  from  time  to  time, 
for  such  period  or  periods  as  it  may  deem  advisable,  and, 
after  such  sale,  shall  execute,  acknowledge  and  deliver  to  the 
purchaser  or  purchasers  a good  and  sufficient  deed  of  con- 
veyance of  said  real  property  and  assignments  and  transfers 
of  said  personal  property,  shares  of  stock  and  securities, 
which  shall  be  a perpetual  bar  both  in  law  and  equity  against 
Railroad  Company,  its  successors  or  assigns,  and  all  per- 
sons claiming  by,  through  or  under  it,  or  them,  with  respect 
to  any  of  the  property  so  sold.  And  Railroad  Company 
hereby  irrevocably  appoints  and  constitutes  Trustee  and  its 
successors  and  assigns  its  true  and  lawful  attorney  or  attor- 
neys in  its  name  and  stead  to  make  all  conveyances,  assign- 
ments and  transfers  necessary  to  effectuate  such  sale  or 
sales  hereby  ratifying  and  confirming  all  that  its  said  attor- 
ney or  attorneys  shall  lawfully  do  by  virtue  hereof. 

Section  2.  Railroad  Company  will,  if  and  when  there- 
unto requested,  thereafter  make,  execute,  and  deliver  such 
deeds,  assignments  and  other  instruments  as  may  be  required 
to  confirm  and  assure  such  title  and  ownership  in  and  to 
such  purchaser  or  purchasers. 

The  receipt  of  Trustee  shall  be  a sufficient  discharge 
to  the  purchaser  or  purchasers  of  all  of  the  property  so 
sold,  or  any  part  thereof,  for  his  or  their  purchase  money ; 
and  the  purchaser  shall  not  be  bound  to  see  to  the  applica- 
tion of  the  purchase  money. 

Section  3.  In  case  of  any  such  sale  as  aforesaid,  the 
principal  of  all  the  bonds  secured  hereby,  if  not  previously 
■due,  shall  immediately  thereupon  become  and  be  due  and 
payable,  anything  in  said  bonds  or  in  this  Indenture  con- 
tained to  the  contrary  notwithstanding. 

Section  4.  Upon  the  making  of  any  such  sale  Trustee 
shall  apply  the  proceeds  thereof  as  follows : — 

(a.)  To  the  payment  of  the  costs  and  expenses  of  such 
sale,  including  reasonable  compensation  to  Trustee,  its 


35 


agents,  attorneys,  and  counsel,  and  all  expenses,  liabilities 
and  advances  made  and  incurred  by  Trustee,  and  all  taxes, 
assessments,  insurance  premiums  and  other  charges. 

( b .)  To  the  payment  of  the  whole  amount  of  the  prin- 
cipal and  interest  then  owing  or  unpaid  upon  said  bonds, 
or  any  of  them,  whether  said  principal  by  the  terms  of 
said  bonds  be  then  due  or  yet  to  become  due;  in  case  such 
proceeds  are  insufficient  to  pay  in  full  the  whole  amount  of 
principal  and  interest  then  owing  and  unpaid  upon  said 
bonds,  the  same  shall  be  paid  ratably,  in  proportion  to  the 
amount  unpaid  upon  them  respectively,  without  preference 
of  one  bond  over  another,  or  of  interest  over  principal,  or 
of  principal  over  interest;  provided,  however,  that  no  cou- 
pon belonging  to  any  bond  hereby  secured,  which  in  any 
way,  at  or  after  maturity,  shall  have  been  transferred  or 
pledged  separate  and  apart  from  the  bond  to  which  it 
relates,  shall,  unless  accompanied  by  such  bond,  be  entitled 
on  distribution  of  the  proceeds  of  a sale  of  the  mortgaged 
premises  hereunder,  to  any  benefit  of  or  from  this  Indenture 
except  after  the  prior  payment  in  full  of  the  principal  of 
the  bonds  secured  hereby  and  all  coupons  and  interest 
obligations  not  so  transferred  or  pledged. 

Trustee  shall  pay  over  the  surplus,  if  any,  on  demand  to 
Railroad  Company,  its  successors  or  assigns,  or  as  any 
Court  of  competent  jurisdiction  may  direct. 

Article  XV. 

Section  i.  In  case  of  any  default  on  the  part  of  Railroad 
Company  and  continuing  as  hereinbefore  provided,  Trus- 
tee, upon  being  requested  so  to  do  by  the  holder  or  holders 
of  a majority  in  amount  of  said  bonds  at  the  time  out- 
standing, unpaid  and  not  called  for  redemption,  and,  if  re- 
quired by  it,  upon  the  deposit  with  it  of  all  bonds  on  behalf 
of  which  such  request  is  made,  and  upon  being  reasonably 
indemnified  against  all  costs,  charges  and  expenses,  shall 
take  all  such  other  proceedings  at  law  or  in  equity  as  may 
be  requisite  to  protect  the  rights  of  the  holders  of  the 
said  bonds.  Until  such  request  shall  have  been  made  Trus- 


36 


tee  shall  have  full  power  and  authority  to  commence  and 
prosecute  such  proceedings  at  law  or  in  equity,  from  time 
to  time,  as  it  may  deem  necessary  and  proper,  for  the  due 
protection  and  enforcement  of  the  rights  of  the  holders  of 
said  bonds,  or  any  of  them,  subject,  however,  as  to  any  such 
proceedings  commenced  by  Trustee  of  its  own  motion,  to  the 
right  of  waiver  or  revocation  in  writing  on  the  part  of  the 
holder  or  holders  of  a majority  in  amount  of  said  bonds  then 
outstanding  and  unpaid  and  not  called  for  redemption  as 
hereinbefore  provided. 

Section  2.  Upon  the  commencement  of  any  proceedings 
to  enforce  the  rights  of  Trustee  or  the  bondholders  here- 
under, Trustee  shall  be  entitled  to  the  appointment,  by  any 
court  of  competent  jurisdiction,  of  a receiver  or  receivers  of 
the  whole  or  any  part  of  the  property  hereby  mortgaged,  and 
of  the  earnings,  income,  rents,  issues  and  profits  thereof 
pending  the  result  of  such  proceedings,  with  such  power  to 
said  receiver  or  receivers  as  the  court  making  any  such  ap- 
pointments may  confer. 

Article  XVI. 

The  foregoing  powers  of  entry  and  of  sale  are  reme- 
dies cumulative  to  all  other  remedies,  suits,  actions  and 
proceedings  at  law,  or  in  equity,  for  the  protection  and 
security  of  the  several  owners  of  the  bonds  entitled  to  the 
security  of  this  Mortgage,  and  Trustee,  in  case  of  any  de- 
fault, as  hereinbefore  mentioned,  or  upon  or  after  any  other 
act  done  or  omitted  to  the  injury  of  the  bondholders,  or 
which  impairs  or  jeopardizes  the  security  expressed  and 
intended  to  be  afforded  hereby,  may,  in  its  discretion  (unless 
such  default,  act  or  omission  be  waived  in  writing  as  afore- 
said by  the  holders  of  a majority  in  amount  of  said  bonds) 
and  upon  being  reasonably  indemnified  against  its  expenses 
to  be  thus  incurred,  pursue  any  other  remedy  and  institute 
any  other  suit,  action  or  proceeding  to  effect  the  protection 
and  security  hereby  sought  to  be  afforded. 


37 


Article  XVII. 

Section  i.  It  is  expressly  understood  and  agreed  that  no 
suit  or  proceeding  for  the  foreclosure  of  this  Mortgage 
shall  be  instituted  or  prosecuted  by  the  holder  of  any  of  said 
bonds  until  after  Trustee  shall  have  been  requested  in  writ- 
ing, by  the  holder  or  holders  of  a majority  in  amount  of  said 
bonds  outstanding  unpaid  and  not  called  for  redemption,  to 
take  such  action,  with  tender  of  bonds  for  deposit  with  it  as 
aforesaid,  and  an  offer  of  reasonable  indemnity  against  its 
expenses  to  be  thus  incurred  shall  have  been  made  to  Trus- 
tee, and  it  shall  have  refused  or  failed  to  comply  with  such 
request  within  thirty  (30)  days  after  the  same  shall  have 
been  made,  nor  shall  any  action  of  Trustee  or  of  the  bond- 
holders hereunder  or  both,  in  waiving  any  default,  extend 
to,  or  be  taken  to  affect  any  subsequent  default  or  to  impair 
any  rights  arising  thereunder,  as  herein  provided. 

Section  2.  No  delay  or  omission  of  the  Trustee,  or  of 
any  holders  of  bonds  hereby  secured,  to  exercise  any  right  or 
power  accruing  upon  any  default  continuing  as  aforesaid, 
shall  impair  any  such  right  or  power  or  shall  be  construed  to 
be  a waiver  of  any  such  default  or  an  acquiescence 
therein,  and  every  power  and  remedy  given  hereby  to  the 
Trustee  or  to  the  bondholders,  may  be  exercised  from 
time  to  time  and  as  often  as  may  be  deemed  expedient 
by  the  Trustee  or  by  the  bondholders. 

Section  3.  It  is  further  expressly  understood  and 
agreed  that  in  case  of  default  as  aforesaid  and  if  in  order  to 
preserve  the  franchises  of  Railroad  Company,  and  to  avoid 
a sale  hereunder,  any  plan  of  reorganization  shall  be  pro- 
posed with  provisions  for  the  modification  of  this  Indenture, 
so  far  as  to  authorize  and  require  the  creation  of  new  liens 
upon  the  mortgaged  premises,  property  and  franchises  prior 
and  superior  to  the  lien  hereof,  then  and  in  every  such  case 
the  holders  of  eighty-five  per  cent.  (85%)  in  amount  of  all 
outstanding  bonds  hereby  secured,  may,  in  writing,  direct 
Trustee,  on  behalf  of  all  the  holders  of  all  bonds  then  or 


38 


thereafter  issued  hereunder,  to  acquiesce  in  the  provisions  of 
such  plan ; which  plan  also  may  determine  and  provide  for 
the  interests  of  other  creditors  and  lienors  and  of  the  share- 
holders of  Railroad  Company.  This  special  power,  how- 
ever, is  granted  to  the  holders  of  eighty  five  per  cent. 
(85%)  in  amount  of  all  outstanding  bonds  hereby  secured 
upon  the  express  condition  that  no  bond  hereby  secured  and 
then  outstanding  shall  be  changed  as  to  amount  or  date 
of  payment  of  principal  or  rates  or  dates  of  payment 
of  interest.  Thereupon,  but  not  otherwise,  Trustee  shall 
by  writing  acquiesce  in  such  provisions  of  such  plan, 
and  such  acquiescence  by  Trustee  shall  constitute  the 
irrevocable  assent  of  all  holders  of  bonds  and  coupons 
hereby  secured  to  any  such  accepted  modifications,  as 
set  forth  in  such  plan  and  necessary  to  give  effect  to  such 
provisions  thereof.  All  such  modifications  so  affecting  this 
Indenture  and  the  bonds  and  coupons  hereby  secured  shall 
be  reduced  to  a written  agreement  between  Railroad  Com- 
pany and  Trustee,  and  such  agreement  shall  be  recorded 
in  the  Counties  where  this  Indenture  is  recorded ; and  thence- 
forth shall  be  deemed  to  be  part  of  this  Indenture,  and  there- 
after the  lien  of  this  Indenture  and  of  the  bonds  hereby 
secured,  shall  be  deemed  to  be  and  shall  be  subordinate  to 
such  new  and  prior  liens  created  pursuant  to  such  plan,  but 
only  to  the  extent  specified  in  such  written  agreement. 

Article  XVIII. 

Upon  any  sale,  whether  made  under  the  power  of  sale 
hereby  granted  or  pursuant  to  judicial  proceedings,  any 
purchaser  shall  be  entitled,  in  making  settlement  or  pay- 
ment of  the  purchase  price  of  the  property  purchased,  to 
present  to  the  person  or  persons  legally  authorized  to  re- 
ceive the  payment  of  such  purchase  price,  and  to  turn  in  or 
use,  any  of  the  bonds  and  coupons  secured  hereby  then  ma- 
tured and  unpaid,  said  bonds  and  coupons  being  computed 
for  that  purpose  at  a sum  equal  to,  but  not  exceeding,  that 
which  shall  be  payable  out  of  the  net  proceeds  of  said  sale 
to  such  purchaser  as  the  holder  of  said  bonds  and  coupons 


39 


for  his  just  share  and  proportion  of  said  net  proceeds;  but 
if  the  proportion  so  payable  in  respect  of  such  bonds  and 
coupons  shall  be  less  than  the  amount  for  which  the  Rail- 
road Company  may  be  liable  thereon,  then  the  receipt  en- 
dorsed thereon  of  the  amount  to  be  so  allowed  or  credited 
thereon  shall  constitute  partial  payment  and  settlement  of 
such  bonds  and  coupons  and  shall  be  conclusive  proof  of  the 
amount  thereof ; but  such  bonds  and  coupons  so  applied  in 
payment  by  the  purchaser  shall  be  deemed  to  be  paid  only 
to  the  extent  so  applied,  as  the  same  shall  appear  from  said 
receipt  endorsed  thereon  as  above  provided. 

At  any  such  sale  Trustee  or  any  of  the  bondholders  may 
bid  for  and  purchase  the  property  sold,  and  may  make 
payment  therefor  as  aforesaid,  and  upon  compliance  with 
the  terms  of  sale  may  hold,  retain  and  dispose  of  said  prop- 
erty for  their,  its  or  his  own  use,  without  further  account- 
ability. 


Article  XIX. 

Railroad  Company  hereby  irrevocably  waives  all  benefit 
of  any  present  or  future  valuation,  stay,  extension  or  re- 
demption laws,  and  hereby  irrevocably  waives  all  rights  to 
have  the  premises  covered  by  the  lien  hereof,  or  any  part 
thereof,  or  the  franchises,  marshalled  upon  any  such  sale 
thereof,  and  consents  that  all  of  the  same  may  be  sold  as 
one  property  or  in  such  parts  as  may  be  most  advantageous 
to  the  holders  of  said  bonds. 

Article  XX. 

For  the  debt  and  bonds  secured  hereby  Railroad  Company 
is  liable  in  personam , and  any  deficiency  after  exhausting  the 
security  created  hereby  may  be  enforced  against  Railroad 
Company,  and  it  is  expressly  agreed  by  the  parties  hereto, 
and  by  every  person  who  shall  take  or  hold  any  of  said 
bonds,  that  no  recourse  shall  be  had  for  the  payment  of  the 
principal  and  interest  of  the  said  bonds  or  any  thereof, 
against  any  incorporator  or  any  past,  present  or  future  stock- 


40 


holder,  director  or  officer  of  Railroad  Company  by  virtue 
of  any  statute  or  by  the  enforcement  of  any  assessment  or 
otherwise  howsoever,  and  that  all  such  liability,  however 
arising,  is  by  the  acceptance  of  said  bonds  by  the  holders 
thereof  thereby  expressly  waived. 

Article  XXL 

Section  i.  Nothing  contained  in  this  Indenture  or  in  any 
bond  hereby  secured,  shall  prevent  Railroad  Company  from 
entering  into  any  lawful  consolidation  or  merger  with, 
or  any  lease  to,  any  other  corporation  or  corporations, 
or  any  conveyance  and  transfer  (subject  to  the  continuing 
lien  of  this  Indenture  and  to  all  the  provisions  thereof),  of 
all  the  hereby  mortgaged  estates,  properties  and  franchises 
as  an  entirety  to  a corporation  at  that  time  existing  under 
and  by  virtue  of  the  laws  of  the  United  States  or  any  State 
thereof,  and  lawfully  entitled  to  acquire  the  said  estates, 
properties  and  franchises ; provided,  however,  that  such  con- 
solidation, merger,  lease  or  sale  shall  not  impair  the  lien 
and  security  of  this  Indenture,  or  any  of  the  rights  or 
powers  of  Trustee,  or  of  the  bondholders  hereunder,  and 
that,  upon  any  such  consolidation,  merger,  lease  or  sale, 
the  due  and  punctual  payment  of  the  principal  and  interest 
of  all  said  bonds  according  to  their  tenor,  and  the  due  and 
punctual  performance  and  observance  of  all  the  covenants 
and  conditions  of  this  Indenture,  shall  be  assumed  by  any 
corporation  formed  by  such  consolidation  or  merger,  or 
leasing  or  purchasing  as  aforesaid. 

Section  2.  In  case  Railroad  Company  shall  be  consoli- 
dated or  merged  as  aforesaid  with  any  other  corporation,  or 
shall  sell,  convey  and  transfer,  subject  to  this  Indenture,  all 
the  mortgaged  estates,  properties  and  franchises,  as  an  en- 
tirety as  aforesaid,  every  successor  corporation  formed 
by  such  consolidation  or  into  which  Railroad  Company 
shall  have  been  merged,  or  which  shall  have  purchased  and 
received  any  conveyance  and  transfer  as  aforesaid,  shall, 
upon  executing  and  causing  to  be  recorded  an  Indenture  to 


4i 


Trustee,  satisfactory  to  Trustee,  whereby  such  successor  cor- 
poration shall  assume  the  due  and  punctual  payment  of  the 
principal  and  interest  of  the  bonds  hereby  secured,  and  the 
performance  of  all  the  covenants  and  conditions  of  this  In- 
denture, succeed  to,  and  be  substituted  for  Railroad  Com- 
pany; with  the  same  effect  as  if  it  had  been  named  herein  as 
party  of  the  first  part  hereto,  and,  subject  to  all  the  terms, 
conditions  and  restrictions  herein  prescribed,  Trustee  shall 
certify  and  deliver  any  of  such  bonds  upon  the  order  of  such 
successor  corporation.  All  bonds  so  issued  shall  in  all  re- 
spects have  the  same  legal  rank  and  security  as  the  bonds 
issued  in  accordance  with  the  terms  of  this  Indenture,  as 
though  all  of  said  bonds  had  been  issued  at  the  date  of  the 
execution  hereof. 


Article  XXII. 

If  any  of  said  bonds  shall  be  mutilated,  lost  or  destroyed, 
Railroad  Company  may,  upon  terms  and  conditions  pre- 
scribed by  its  Board  of  Directors,  issue,  in  lieu  thereof,  a 
new  bond  of  like  tenor,  amount  and  date,  and  bearing  the 
same  serial  letter  and  number,  which  bond,  when  so  issued, 
shall  be  certified  by  Trustee  upon  the  filing  with  it  of  a certi- 
fied copy  of  the  resolutions  of  Board  of  Directors  of  Rail- 
road Company  authorizing  the  issue  of  such  new  bond,  and 
upon  receiving  indemnity,  satisfactory  to  Trustee. 

Article  XXIII. 

Section  i.  Trustee  may  resign  as  Trustee  under  this 
Mortgage  by  giving  not  less  than  sixty  (60)  days’  notice 
in  writing  to  Railroad  Company,  or  by  such  shorter 
notice  as  Railroad  Company  shall  accept  as  sufficient,  and 
upon  the  due  execution  and  delivery  of  such  conveyance  and 
instrument  or  instruments  m writing  to  its  successor  duly 
appointed  as  will  legally  transfer  the  trust  and  trust  estate. 

Section  2.  Trustee  may  be  removed  at  any  time  by  an 
instrument  or  concurrent  instruments  in  writing  delivered  to 
it,  by  the  holders  of  two-thirds  in  amount  of  the  bonds  se- 


42 


cured  hereby  and  then  outstanding,  or  by  their  attorneys-in- 
fact  duly  authorized. 

Section  3.  The  word  “Trustee”  as  used  in  this  instru- 
ment, shall  be  construed  to  mean  the  Trustee  for  the  time 
being  hereunder,  whether  original,  substituted  or  new,  and 
such  Trustee  shall  be  vested  with  and  entitled  to  all  the  es- 
tates, powers,  rights,  benefits  and  indemnities  granted  hereby 
to  the  Trustee  named  herein. 

Section  4.  In  case  of  the  resignation,  removal  or  incapa- 
city of  Trustee,  Railroad  CQmpany  may,  if  no  default  shall 
have  been  made  by  it  in  the  performance  of  the  covenants 
herein  contained,  appoint  a new  Trustee,  by  an  instrument  in 
writing,  under  its  corporate  seal;  if  such  default  shall  exist 
Railroad  Company  shall  appoint  such  new  Trustee  as  may 
be  nominated  by  an  instrument  in  writing  signed  by  the 
holders  of  a majority  of  the  bonds  secured  hereby  and  then 
outstanding;  Provided,  however,  that  in  either  event  such 
new  Trustee  shall  be  a Trust  Company  of  good  standing, 
having  its  principal  office  in  the  City  of  Philadelphia,  the 
capital  and  surplus  whereof  shall  not  be  less  than  Two  mil- 
lion dollars;  and  provided  further,  that  it  will  accept  the 
trust  upon  reasonable  and  customary  terms. 

Section  5.  Any  successor  Trustee,  shall  within  ten  days 
of  the  delivery  to  it  of  the  instrument  of  appointment,  exe- 
cute in  duplicate  and  deliver  to  Railroad  Company  and  to 
Trustee  last  in  office,  respectively,  an  acceptance  in  writing 
of  the  trusts  and  provisions  of  this  Indenture. 

Section  6.  The  appointment  of  any  successor  Trustee 
shall  take  effect  upon  the  delivery  of  its  acceptance  in  writing 
to  Railroad  Company  or  at  the  time  the  resignation,  removal 
or  incapacity  of  the  former  Trustee  takes  effect,  which- 
ever shall  last  happen,  and  thereupon  without  any  further 
act,  deed  or  conveyance  such  successor  Trustee  shall  become 
vested  with  all  of  the  estates,  properties  and  franchises  cov- 
ered by  this  Indenture,  and  all  of  the  rights,  powers  and 


43 


trusts  hereunder  with  like  effect  as  if  originally  named  as 
Trustee  herein,  and  any  Trustee  ceasing  from  any  cause 
to  be  such  Trustee  herein,  shall  duly  deliver  any  and  all 
property  and  moneys  held  hereunder  to  the  successor  Trus- 
tee so  appointed;  and  shall  by  itself  or  jointly  with  said 
Railroad  Company,  upon  demand  of  the  successor  Trustee, 
and  said  Railroad  Company,  by  itself  or  jointly  with  said 
outgoing  Trustee,  upon  like  demand  shall  make,  execute,  ac- 
knowledge and  deliver  any  conveyances,  assignments  or 
other  instruments  in  writing  that  may  be  necessary  or  that 
counsel  may  advise  for  more  fully  and  certainly  vesting  in 
and  confirming  to  such  successor  Trustee  the  estates,  prop- 
erties and  franchises  or  any  thereof  covered  by  this  Inden- 
ture, and  confirming  in  such  successor  Trustee  the  powers 
of  Trustee  hereunder. 

Section  7.  Upon  the  acceptance  by  any  successor  Trus- 
tee of  the  appointment  as  Trustee  hereunder,  it  shall  be  the 
duty  of  Railroad  Company  to  execute  a certificate  under  its 
corporate  seal  setting  forth  the  removal,  resignation  or  in- 
capacity of  the  former  Trustee  and  the  appointment  and 
acceptance  of  the  successor  Trustee,  and  to  cause  the 
same  to  be  recorded  in  the  same  manner  that  this  Indent- 
ure shall  have  been  recorded,  and  any  person  dealing  with 
said  successor  Trustee  on  the  faith  of  such  certificate 
shall  be  fully  protected  thereby. 

Section  8.  Successive  removals  and  appointments  as 
herein  provided,  may  be  made  from  time  to  time  as  often 
during  the  continuance  of  this  trust  as  occasion  may  arise. 

Article  XXIV. 

Trustee,  for  itself  and  its  successors,  hereby  accepts  the 
trusts  and  assumes  the  duties  herein  created  and  imposed 
upon  it,  but  only  upon  the  following  terms  and  conditions, 
to  wit: 

(a.)  Trustee  shall  be  protected  in  acting  upon  any  no- 
tice, request,  consent,  certificate,  bond  or  other  paper  or 


44 


document  believed  by  it  to  be  genuine  and  to  have  been 
signed  by  the  proper  party. 

( b .)  Trustee  may  select  and  employ  in  and  about  the 
execution  of  this  trust  suitable  agents  and  attorneys, 
whose  reasonable  compensation  shall  be  paid  to  Trustee 
by  Railroad  Company,  or  in  default  of  such  payment  shall 
be  a lien  ppon  the  mortgaged  premises  and  property,  and 
the  proceeds  thereof  prior  to  the  lien  of  this  Mortgage. 

(c.)  Trustee,  save  for  gross  negligence  or  willful  de- 
fault or  misconduct,  shall  not  be  liable  for  any  loss  or 
damage,  occasioned  by  it  or  by  any  of  its  agents. 

(< d .)  Trustee  shall  have  a lien  upon  the  mortgaged  prem- 
ises, property  and  funds  for  its  reasonable  expenses,  coun- 
sel fees  and  compensation  incurred  in  and  about  the  exe- 
cution of  the  trust  hereby  created,  and  the  exercise  and 
performance  of  its  powers  and  duties  hereunder,  prior  to 
the  lien  of  this  Mortgage,  and  shall  be  entitled  to  interest 
at  6%  per  annum  upon  all  advances  made  by  it. 

(< e .)  Trustee  shall  be  under  no  obligation  or  duty  to 
keep  itself  informed  as  to  the  performance  or  non-per- 
formance of  Railroad  Company’s  covenants  herein  con- 
tained, or  as  to  the  maintenance  of  fire  insurance,  or  as  to 
the  payment  of  any  taxes  or  assessments  on  the  bonds  is- 
sued or  the  properties  or  securities  mortgaged,  or  to  re- 
quire such  payments,  nor  shall  Trustee  be  liable  for  any 
taxes  or  assessments  of  any  kind  upon  any  of  the  bonds 
issued  or  upon  the  properties  or  securities  mortgaged  or 
pledged  under  this  Indenture  nor  for  its  failure  to  have  any 
such  securities  registered  in  its  name,  nor  to  see  to  the 
proper  application  of  the  proceeds  of  any  bonds  issued 
hereunder;  and  Trustee  shall  be  under  no  obligation  or 
duty  to  perform  any  act  hereunder,  or  defend  any  suit  in 
respect  hereof,  unless  reasonably  indemnified  against  all 
costs,  expenses  and  charges  likely  to  be  incurred  by  it. 

(Y.)  Trustee  shall  not  be  bound  to  recognize  any  per- 
son as  a bondholder  unless  nor  until  his  bonds  are  sub- 
mitted to  Trustee  for  inspection,  if  required,  and  his  title 
satisfactorily  established,  if  disputed. 


45 


( g .)  The  exclusive  right  of  action  hereunder  shall  be 
vested  in  Trustee,  until  refusal  or  failure  on  its  part  so 
to  act;  and  no  bondholder  shall  be  entitled  to  enforce 
these  presents  until  after  demand  made  upon  Trustee, 
accompanied  by  tender  of  indemnity,  as  aforesaid,  and  a 
refusal  or  failure  by  Trustee  to  act  in  accordance  with  said 
demand. 

(h.)  The  recital  of  facts  in  this  Mortgage  and  in  said 
bonds  contained  shall  be  taken  as  statements  by  Railroad 
Company,  and  shall  not  be  construed  as  m/ade  by  Trus- 
tee. 

(i.)  Trustee  shall  not  be  required  to  see  to  the  record  of 
this  Mortgage  nor  of  any  supplemental  mortgage  or  in- 
strument given  in  assurance  thereof. 

(/.)  Only  such  bonds  as  shall  have  endorsed  thereon  a 
certificate  in  substantially  the  form  hereinbefore  recited, 
duly  signed  by  Trustee,  shall  be  of  the  series  of  bonds 
secured  by  this  Mortgage  and  Trustee  shall  not  by  sign- 
ing the  same  assume  any  responsibility  for  the  validity  of 
the  proceedings  authorizing  the  execution  of  said  bonds 
and  of  this  Mortgage,  or  for  the  title  of  Railroad  Com- 
pany to  the  property,  premises  and  rights  described  herein 
or  for  the  validity  or  priority  of  the  lien  or  charge  pur- 
porting to  be  thereby  created. 

Article  XXV. 

Section  i.  If  any  of  said  bonds  or  coupons  shall  not  be 
presented  for  payment  at  the  times  and  places  designated 
therefor,  Railroad  Company  may  at  any  time  thereafter  de- 
posit with  Trustee  the  principal  amount  of  all  the  bonds  and 
coupons  outstanding  and  unpaid,  for  the  use  and  benefit  of 
the  holder  or  holders  thereof  respectively,  and  thereupon 
all  liability  of  Railroad  Company  to  the  holders  of  said 
bonds  and  coupons  shall  forthwith  cease,  determine  and  be 
completely  discharged  and  the  holders  of  said  bonds  and 
coupons  shall  thereafter  be  restricted  absolutely  to  said 
fund  for  any  claim  of  whatsoever  nature  on  their  part 
under  this  Indenture  or  on  said  bonds  or  coupons;  and 


46 


thereupon  this  Mortgage  shall  become  void  and  of  no 
effect;  and  it  shall  be  the  duty  of  Trustee,  upon  payment 
to  it  of  its  reasonable  charges,  if  any,  incurred  in  the  per- 
formance of  this  trust,  without  further  delay  to  enter  or 
cause  to  be  entered,  satisfaction  of  record  of  this  Mort- 
gage. 

Section  2.  Upon  such  fund  so  held  by  Trustee  it  shall  be 
obliged  to  pay  interest  only  at  the  current  rate  allowed 
by  it  upon  similar  deposits. 

Article  XXVI. 

All  of  the  covenants,  stipulations  and  agreements  of 
Railroad  Company  in  this  Indenture  contained,  shall  bind 
the  successors  and  assigns  of  Railroad  Company,  whether 
so  expressed  or  not. 


In  Witness  Whereof , the  said  parties  have  caused  their 
corporate  seals  to  be  hereunto  affixed  duly  attested  by 
their  respective  Secretaries  or  Assistant  Secretaries  and 
these  presents  to  be  signed  by  their  respective  Presidents 
or  Vice-Presidents  this  first  day  of  July,  A.  D.  1914. 


[seal] 


[seal] 


Lehigh  and  New  England  Railroad 
Company, 


By 

S.  D.  WARRINER, 

President. 


Attest: 

H.  F.  Baker, 

Secretary. 


Guarantee  Trust  and  Safe  Deposit 
Company, 


By 

H.  J.  DELANY, 

Vice-President. 


Attest: 

Howard  E.  Young, 

Secretary. 


47 


State  of  Pennsylvania,  ) 

7 \§S 

City  and  County  of  Philadelphia,  ( 

Be  it  Remembered,  That  on  this  Twenty-Fourth  day 
of  October,  A.  D.  1914,  personally  came  H.  F.  Baker, 
who,  being  duly  sworn  according  to  law,  doth  depose 
and  say  that  he  was  personally  present  and  did  see  the 
common  or  corporate  seal  of  the  above  named  Lehigh 
and  New  England  Railroad  Company  affixed  to  the  fore- 
going indenture  of  mortgage;  that  the  seal  so  affixed  is  the 
common  or  corporate  seal  of  the  said  Lehigh  and  New 
England  Railroad  Company,  and  was  so  affixed  by  author- 
ity of  the  said  corporation  as  the  act  and  deed  thereof ; 
that  the  above  named  S.  D.  Warriner  is  the  president  of 
the  said  corporation,  and  he  signed  the  said  indenture  of 
mortgage  as  such  in  the  presence  of  this  deponent;  that 
this  deponent  is  the  secretary  of  the  said  corporation;  and 
that  the  name  of  this  deponent  above  signed  in  attestation 
of  the  due  execution  of  the  said  indenture  of  mortgage  is 
of  this  deponent’s  own  proper  handwriting. 

H.  F.  BAKER. 

Sworn  and  subscribed  to  before  me  the  day  and  year 
aforesaid. 

In  Witness  Whereof , I have  hereunto  set  my  hand  and 
affixed  my  official  seal,  this  Twenty-Fourth  day  of  October, 
A.  D.  1914. 

Thos.  J.  Hunt, 

Notary  Public. 

My  commission  expires  Jan.  21,  1915. 


[seal] 


48 


State  of  Pennsylvania, 
County  of  Philadelphia 


Be  it  Remembered,  That  on  this  Twenty-Fourth  day 
of  October,  A.  D.  1914,  before  me,  Thomas  J.  Hunt, 
personally  appeared  H.  F.  Baker,  to  me  known,  who,  being 
by  me  duly  sworn  according  to  law,  on  his  oath  doth 
depose  and  say  that  he  is  the  secretary  of  the  Lehigh  and 
New  England  Railroad  Company,  the  mortgagor  in  the 
foregoing  indenture  of  mortgage  named;  that  the  seal 
affixed  to  the  said  indenture  of  mortgage  is  the  corporate 
seal  of  the  said  Lehigh  and  New  England  Railroad  Com- 
pany; that  it  was  so  affixed  by  order  of  the  said  Lehigh 
and  New  England  Railroad  Company;  that  S.  D.  Warri- 
ner  is  the  President  of  the  said  Lehigh  and  New  England 
Railroad  Company;  that  he  saw  the  said  S.  D.  Warriner  as 
such  President  sign  the  said  indenture  of  mortgage,  and 
heard  him  declare  that  he  signed,  sealed  and  delivered  the 
same  as  the  voluntary  act  and  deed  of  the  said  corpora- 
tion, by  its  order;  and  that  this  deponent  signed  his  name 
thereto  at  the  same  time  as  a subscribing  witness. 


Sworn  and  subscribed  to  before  me  the  day  and  year 
above  written. 

In  Witness  Whereof , I have  hereunto  set  my  hand  and 
affixed  my  official  seal,  this  Twenty-Fourth  day  of  October, 
A.  D.  1914. 


H.  F.  BAKER. 


Thos.  J.  Hunt, 


[seal] 


Foreign  Commissioner  of  Deeds  for  New  Jersey 
in  Pennsylvania  at  the  City  and  County  of 
Philadelphia,  S.  W.  Cor.  5th  and  Walnut  Sts. 


49 


State  of  Pennsylvania, 

City  and  County  of  Philadelphia, 

Be  it  Remembered,  That  on  this  Twenty-Fourth  day 
of  October,  A.  D.  1914,  before  me,  a notary  public  for 
the  State  of  Pennsylvania,  residing  in  the  city  of  Philadel- 
phia, came  Howard  E.  Young,  who,  being  duly  sworn 
according  to  law,  doth  depose  and  say  that  he  was  per- 
sonally present  and  did  see  the  common  or  corporate  seal 
of  the  above-named  Guarantee  Trust  and  Safe  Deposit 
Company  of  Philadelphia  affixed  to  the  foregoing  accept- 
ance ; that  the  seal  so  affixed  is  the  common  or  corporate  seal 
of  the  said  Guarantee  Trust  and  Safe  Deposit  Company,  and 
was  so  affixed  by  authority  of  the  said  corporation  as  the 
act  and  deed  thereof;  that  the  above-named  H.  J.  Delany 
is  the  vice-president  of  the  said  corporation,  and  did  sign 
the  said  acceptance  as  such  in  the  presence  of  this  deponent ; 
that  this  deponent  is  the  secretary  of  the  said  corporation, 
and  that  the  name  of  this  deponent  above  signed  in  attesta- 
tion of  the  due  execution  of  the  said  acceptance  is  of  this 
deponent’s  own  proper  handwriting. 

HOWARD  E.  YOUNG. 

Sworn  and  subscribed  to  before  me  the  day  and  year 
aforesaid. 

In  Witness  Whereof , I have  hereunto  set  my  hand  and 
affixed  my  official  seal,  this  Twenty-Fourth  day  of  October, 
A.  D.  1914. 

Thos.  J.  Hunt, 

Notary  Public. 

My  commission  expires  Jan.  21,  1915. 


[seal] 


50 


State  of  Pennsylvania, 
County  of  Philadelphia 


Be  it  Remembered,  That  on  this  Twenty-Fourth  day 
of  October,  A.  D.  1914,  before  me,  Thomas  J.  Hunt, 
personally  appeared  Howard  E.  Young,  to  me  known,  who, 
being  by  me  duly  sworn  according  to  law,  on  his  oath  doth 
depose  and  say  that  he  is  the  Secretary  of  the  Guarantee 
Trust  and  Safe  Deposit  Company,  the  Trustee  in  the  fore- 
going indenture  of  mortgage  named ; that  the  seal  affixed  to 
the  said  acceptance  is  the  corporate  seal  of  the  said  Guar- 
antee Trust  and  Safe  Deposit  Company;  that  it  was  so 
affixed  by  order  of  the  said  Guarantee  Trust  and  Safe 
Deposit  Company;  that  H.  J.  Delany  is  the  vice-president 
of  the  said  corporation;  that  he  saw  the  said  H.  J. 
Delany  as  such  vice-president  sign  the  said  acceptance,  and 
heard  him  declare  that  he  signed,  sealed,  and  delivered  the 
same  as  the  voluntary  act  and  deed  of  the  said  corporation, 
by  its  order;  and  that  this  deponent  signed  his  name  there- 
to at  the  same  time  as  a subscribing  witness. 


Sworn  and  subscribed  to  before  me  the  day  and  year 
above  written. 

In  Witness  Whereof , I have  hereunto  set  my  hand  and 
affixed  my  official  seal,  this  Twenty-Fourth  day  of  October, 
A.  D.  1914. 


HOWARD  E.  YOUNG. 


Thos.  J.  Hunt, 


[seal] 


Foreign  Commissioner  of  Deeds  for  New  Jersey 
in  Pennsylvania  at  the  City  and  County  of 
Philadelphia,  S.  W.  Cor.  5th  and  Walnut  Sts. 


5i 


Northampton  County,  Pennsylvania. 

Recorded  in  the  Office  for  Recording  of  Deeds  in  and  for 
Northampton  County,  Pennsylvania  in  Mortgage  Book  Vol. 
21 5,  page  i,  &c. 

Witness  my  hand  and  seal  of  Office  this  26th  day  of 
October,  A.  D.  1914. 

E.  C.  YEAGER, 

Per 

H.  O.  Snyder, 

[seal]  DePt 


Lehigh  County,  Pennsylvania. 

Recorded  in  the  Office  for  Recording  of  Deeds  in  and  for 
Lehigh  County,  Pennsylvania,  in  Mortgage  Book  Vol.  192, 
page  643,  &c. 

Witness  my  hand  and  seal  of  Office  this  Twenty-sixth 
day  of  October,  A.  D.  1914. 

OLIVER  T.  WEABER, 

[seal]  Recorder. 


Schuylkill  County,  Pennsylvania. 

Recorded  in  the  Office  for  Recording  of  Deeds  in  and  for 
Schuylkill  County,  Pennsylvania,  in  Mortgage  Book  Vol. 
90,  page  547.  &c. 

Witness  my  hand  and  seal  of  Office  this  27  day  of  Oct., 
A.  D.  1914. 

SAMUEL  S.  BAILEY, 

[seal]  Recorder. 

By 

John  M.  Owen, 

Deputy  Recorder. 


Carbon  County,  Pennsylvania. 

Recorded  in  the  Office  for  recording  of  Deeds  in  and  for 
Carbon  County,  Pennsylvania,  in  Mortgage  Book  Vol. 
58,  page  632,  &c. 


Witness  my  hand  and  seal  of  Office  this  27th  day  of 
October,  A.  D.  1914. 


HORACE  F.  KEAT, 


[seal]  Recorder. 

By 

Jno.  McAllister, 

Deputy. 


Monroe  County,  Pennsylvania. 

Recorded  in  the  Office  for  Recording  of  Deeds  in  and  for 
Monroe  County,  Pennsylvania  in  Mortgage  Book  Vol.  28, 
page  218,  &c. 

Witness  my  hand  and  seal  of  Office  this  4th  day  of  Nov., 
A.  D.  1914. 

E.  H.  ALTEMOSE, 

[SEAL]  Recorder  of  Deeds. 


No.  7635 

Received  in  the  Clerk’s  Office  of  the  County  of  Warren, 
New  Jersey,  on  the  5th  day  of  November,  1914,  at  7.45 
o’clock,  a.  m.,  and  recorded  in  Book  85  of  Mortgages  for 
said  County  on  pages  120,  &c. 

G.  HOWELL  MUTCHLER, 

Clerk. 

No.  1 022 1 

Received  in  the  Clerk’s  Office  of  the  County  of  Sussex, 
New  Jersey  on  the  5th  day  of  November,  1914,  at  11  o’clock 
a.  m.,  and  recorded  in  Book  W-4  of  Mortgages  for  said 
County  on  pages  1,  &c. 

HARVEY  S.  HOPKINS, 

County  Clerk. 


